BANC OF AMERICA SECURITIES LLC

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1 NEW ISSUE - FULL BOOK ENTRY Rating: Fitch : AA-/F1+ (See RATINGS herein) In the opinion of Womble Carlyle Sandridge & Rice, PLLC, Bond Counsel, assuming continuing compliance by the Agency and the Borrower with their respective covenants to comply with the requirements of the Internal Revenue Code of 1986, as amended (the Code ), as described herein, interest on the Bonds will not be includable in the gross income of the owners thereof for purposes of federal income taxation. Bond Counsel is also of the opinion that interest on the Bonds will not be a specific item of tax preference for purposes of the alternative minimum tax imposed by the Code on corporations and other taxpayers, including individuals; however, such interest will be includable in the adjusted current earnings of corporations for purposes of computing the alternative minimum tax imposed by the Code on corporations. In addition, in the opinion of Bond Counsel, interest on the Bonds will be exempt from all State of North Carolina income taxes. See TAX TREATMENT herein for a description of certain provisions of the Code that may affect the tax treatment on the Bonds for certain owners of the Bonds. $3,500,000 NORTH CAROLINA CAPITAL FACILITIES FINANCE AGENCY VARIABLE RATE REVENUE BONDS (MONTESSORI CHILDREN S CENTER, INC.) SERIES 2005 Dated: Date of Delivery Price: 100% Due: April 1, 2025 The Bonds are being issued by the North Carolina Capital Facilities Finance Agency (the Agency ) pursuant to a Trust Agreement dated as of April 1, 2005 (the Trust Agreement ) between the Agency and Branch Banking and Trust Company (the Trustee and the Tender Agent ). The Agency will loan the proceeds of the Bonds to Montessori Children s Center, Inc. (the Borrower ) pursuant to a Loan Agreement dated as of April 1, 2005 (the Loan Agreement ) between the Agency and the Borrower. Pursuant to the Loan Agreement, the Borrower is obligated to make payments to the Agency in amounts sufficient to pay the principal of and premium, if any, and interest on the Bonds, and certain other fees and expenses and to make payments to the Tender Agent sufficient to pay the purchase price of Bonds tendered or deemed tendered for purchase to the extent that other moneys are not available therefor, as described herein. The Borrower s obligation under the Loan Agreement will be a general, unconditional obligation of the Borrower, payable from legally available funds. Proceeds of the Bonds, together with other available funds, will be used to (i) pay, or reimburse the Borrower for payments of, the costs of the Project (as defined herein), and (ii) pay certain costs of issuance of the Bonds. The payment of the principal of and purchase price of and interest on the Bonds will also be secured by an irrevocable, directpay Letter of Credit (initially, the Credit Facility ) issued by Bank of America, N.A. (initially, the Credit Provider ) pursuant to which the Trustee will be permitted to draw up to (i) an amount equal to the aggregate principal amount of the Bonds outstanding for the payment of the unpaid principal amount of, or portion of the purchase price corresponding to the principal of, the Bonds, plus (ii) an amount equal to accrued and unpaid interest on the Bonds for the immediately preceding 35 days (computed at an assumed rate of 12% per annum) for the payment of accrued but unpaid interest on the Bonds, or portion of the purchase price representing accrued interest on the Bonds, all as further described herein. The initial Credit Facility will expire on April 14, 2008, subject to extension or earlier termination as described herein. The Bonds will initially bear interest at a Weekly Interest Rate and continue to bear interest at the Weekly Interest Rate to, but not including, the date upon which the interest rate borne by the Bonds is adjusted, if ever, to a Bond Interest Term Rate or a Long-Term Interest Rate in accordance with the terms of the Trust Agreement as described herein. The method of determining the interest rate on the Bonds may be changed from time to time to Bond Interest Term Rates or a Long-Term Interest Rate as described herein. See THE BONDS INTEREST RATES herein. Banc of America Securities LLC will serve as initial Remarketing Agent for the Bonds. The Bonds will be subject to optional, extraordinary and mandatory redemption prior to maturity and are also subject to optional and mandatory tender for purchase as described herein. See THE BONDS REDEMPTION PROVISIONS and TENDER AND PURCHASE OF BONDS herein. The Bonds are offered, subject to prior sale, when, as and if delivered, subject to the approval of their validity by Womble Carlyle Sandridge & Rice, PLLC, Winston-Salem, North Carolina, Bond Counsel. Certain legal matters will be passed on for the Borrower by its counsel, Allman Spry Leggett & Crumpler, Winston-Salem, North Carolina, for the Credit Provider by its counsel, Kilpatrick Stockton LLP, Raleigh, North Carolina, and for the Underwriter by its counsel, Kilpatrick Stockton LLP, Raleigh, North Carolina. It is expected that delivery of the Bonds will be made through the facilities of The Depository Trust Company on or about April 14, April 6, 2005 BANC OF AMERICA SECURITIES LLC

2 No dealer, broker, salesman or other person has been authorized to give any information or to make any representation in connection with this offering other than as contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person, in any jurisdiction in which it is not lawful for such person to make such offer, solicitation or sale. The information contained herein has been obtained from the Agency, the Borrower, the Credit Provider and other sources believed to be reliable. The information contained herein is subject to change after the date of this Official Statement, and this Official Statement speaks only as of its date. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The Agency neither has nor assumes any responsibility for the accuracy or completeness of the information in this Official Statement other than that contained under the caption THE AGENCY and the information related to the Agency under the caption LITIGATION. All quotations from and summaries and explanations of laws and documents herein do not purport to be complete, and reference is made to such laws and documents for full and complete statements of their provisions. Any statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or opinions and not as representations of fact. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the Bonds shall under any circumstances create any implication that there has been no change in the affairs of the Borrower or the Credit Provider since the date hereof. ii

3 TABLE OF CONTENTS Page INTRODUCTION...1 THE AGENCY...4 GENERAL...4 MEMBERSHIP...5 THE BONDS...5 GENERAL...5 BOOK-ENTRY SYSTEM...6 INTEREST RATES...9 ADJUSTMENT OF INTEREST RATES...11 TENDER AND PURCHASE OF BONDS...14 SOURCE OF FUNDS FOR PURCHASE OF BONDS...16 REDEMPTION PROVISIONS...17 THE PLAN OF FINANCE...19 ESTIMATED SOURCES AND USES OF FUNDS...20 SECURITY FOR THE BONDS...20 GENERAL...20 CREDIT FACILITY...20 ALTERNATE CREDIT FACILITY...21 TRUST AGREEMENT...22 LOAN AGREEMENT...21 SUMMARY OF CERTAIN PROVISIONS OF THE REIMBURSEMENT AGREEMENT...21 DEFINITIONS...22 CERTAIN COVENANTS...22 EVENTS OF DEFAULT...23 ACCELERATION; REMEDIES OF CREDIT PROVIDER...23 THE BORROWER...25 CONTINUING DISCLOSURE...25 LITIGATION...25 LEGAL MATTERS...25 TAX TREATMENT...26 OPINION OF BOND COUNSEL...26 COLLATERAL FEDERAL TAX CONSEQUENCES...27 OTHER TAX CONSEQUENCES...28 RATINGS...28 REMARKETING AGENT AND TENDER AGENT...29 UNDERWRITING...29 OTHER MATTERS...29 Appendix A Appendix B Appendix C Certain Information Concerning Bank of America, N.A. Summary of Principal Legal Documents Proposed Form of Bond Counsel Opinion iii

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5 RICHARD H. MOORE Treasurer State of North Carolina Department of State Treasurer North Carolina Capital Facilities Finance Agency JANICE T. BURKE Secretary-Treasurer OFFICIAL STATEMENT $3,500,000 North Carolina Capital Facilities Finance Agency Variable Rate Revenue Bonds (Montessori Children s Center, Inc.) Series 2005 INTRODUCTION The purpose of this Official Statement, including the cover page and the Appendices, is to provide certain information in connection with the issuance and sale by the North Carolina Capital Facilities Finance Agency (the Agency ) of its Variable Rate Revenue Bonds (Montessori Children s Center, Inc.), Series 2005 in the original principal amount of $3,500,000 (the Bonds ). The Bonds are to be issued pursuant to the Constitution and laws of the State of North Carolina (the State ), particularly the Private Capital Facilities Finance Act, Article 2 of Chapter 159D of the General Statutes of North Carolina, as amended (the Act ), a resolution adopted by the Agency on April 5, 2005 and a Trust Agreement, dated as of April 1, 2005 (the Trust Agreement ), between the Agency and Branch Banking and Trust Company, as trustee and tender agent (the Trustee and the Tender Agent ). The Agency will loan the proceeds of the Bonds to Montessori Children s Center, Inc. (the Borrower ), a nonprofit corporation duly organized under the laws of the State, pursuant to the terms of a Loan Agreement, dated as of April 1, 2005 (the Loan Agreement ), between the Agency and the Borrower. Capitalized terms used in this Official Statement, unless otherwise defined herein, will have the meanings ascribed to them under the caption SUMMARY OF PRINCIPAL LEGAL DOCUMENTS -- DEFINITIONS contained in Appendix B hereto. The payment of the principal and purchase price of and interest on the Bonds will be secured by an irrevocable, direct-pay letter of credit (initially, the Credit Facility ) issued by Bank of America, N.A. (initially, the Credit Provider ) pursuant to a Letter of Credit and Reimbursement Agreement, dated as of April 1, 2005 (the Reimbursement Agreement ), between the Borrower and the Credit Provider. Under the Credit Facility, the Trustee will be permitted to draw up to (a) an amount equal to the aggregate principal amount of the Bonds outstanding for the payment of the principal of the Bonds or the principal component of the purchase price of the Bonds, plus (b) an amount equal to up to 35 days interest on the Bonds outstanding (computed at a rate of 12% per annum), but not exceeding the actual amount of interest accrued on the Bonds, for the payment of interest on the Bonds or the interest component of the purchase price of the Bonds, all as further described herein. The Credit Facility will expire April 14, 2008, unless extended or earlier terminated as provided therein and as described herein. See SECURITY FOR THE BONDS - THE CREDIT FACILITY and SUMMARY OF CERTAIN PROVISIONS OF THE REIMBURSEMENT AGREEMENT herein.

6 PROSPECTIVE PURCHASERS OF THE BONDS ARE ADVISED TO PLACE PRINCIPAL RELIANCE FOR PAYMENT OF THE PRINCIPAL AND PURCHASE PRICE OF AND INTEREST ON THE BONDS UPON THE CREDIT FACILITY. This introduction provides only certain limited information with respect to the contents of this Official Statement and is expressly qualified by the Official Statement as a whole. Prospective investors should review the full Official Statement and each of the documents summarized or described herein. Brief descriptions of the Agency, the Borrower, the Credit Provider, the Bonds, the Trust Agreement, the Loan Agreement, the Note, the Reimbursement Agreement and the Credit Facility are included in this Official Statement, including the Appendices hereto. Business and financial information relating to the Credit Provider is included in Appendix A attached hereto. The descriptions of the Bonds, the Loan Agreement, the Trust Agreement, the Reimbursement Agreement, the Credit Facility and other documents described in this Official Statement do not purport to be definitive or comprehensive, and all references to those documents are qualified in their entirety by reference to the approved form of those documents. Copies of such documents may be obtained from the principal corporate trust office of the Trustee, in Wilson, North Carolina. This Official Statement speaks only as of its date, and the information contained herein is subject to change. Neither the delivery of this Official Statement nor the issuance of the Bonds shall under any circumstances create any implication that there has been no change in the Borrower s affairs or those of the Credit Provider since the date hereof. The Agency. See the caption THE AGENCY herein for certain information regarding the Agency. The Borrower. The Borrower is a private nonprofit institution of primary education described in Section 501(c)(3) of the Code and is located in Forsyth County, North Carolina. See the caption THE BORROWER herein for certain information regarding the Borrower. Purpose. The proceeds of the Bonds, together with other available funds, will be used to (i) pay, or reimburse the Borrower for payments of, the costs of the Project (as defined herein), and (ii) pay certain costs of issuance of the Bonds. See the captions THE PLAN OF FINANCE and ESTIMATED SOURCES AND USES OF FUNDS herein. The Bonds. The Bonds will be dated the date of issuance thereof, and will mature, subject to prior redemption, on April 1, The Bonds will initially bear interest at the Weekly Interest Rate (as described herein) and will continue to bear interest at the Weekly Interest Rate to, but not including, the date upon which the interest rate borne by the Bonds is adjusted, if ever, to a Bond Interest Term Rate or a Long-Term Interest Rate in accordance with the terms of the Trust Agreement. See THE BONDS ADJUSTMENT OF INTEREST RATES herein. While the Bonds bear interest at a Weekly Interest Rate or a Bond Interest Term Rate, individual purchases of Bonds by the beneficial owners will be made in denominations of $100,000 and any integral multiple of $5,000 in excess thereof, and while the Bonds bear interest at a Long-Term Interest Rate, individual purchases of Bonds by the beneficial owners will be made in denominations of $5,000 or any integral multiple thereof if the Bonds are assigned an investment grade rating by each Rating Agency then rating the Bonds on the date the interest rate on the Bonds is converted to the Long-Term Interest Rate, and $100,000 and integral multiples of $5,000 in excess thereof if the Bonds are not assigned an investment grade rating by each such Rating Agency on such date (each, an Authorized Denomination ). See the caption THE BONDS herein. 2

7 Interest Rates. The Bonds will initially bear interest at the Weekly Interest Rate. The method of determining the interest rate may be changed from time to time to a Bond Interest Term Rate or a Long- Term Interest Rate as described herein. While the Bonds bear interest at the Weekly Interest Rate, interest will be payable monthly in arrears on the first Business Day of each month, commencing May 1, While the Bonds bear interest at a Bond Interest Term Rate, interest will be payable in arrears on the day next succeeding the last day thereof. While the Bonds bear interest at the Long-Term Interest Rate interest will be payable semiannually in arrears, on each April 1 and October 1. If a payment date is not a Business Day (as defined herein) at the place of payment, the payment will be made at that place on the next succeeding Business Day, with the same force and effect as if made on the payment date, and, in the case of such payment, no interest will accrue for the intervening period. Banc of America Securities LLC will serve as the initial Remarketing Agent for the Bonds. Security for the Bonds. THE BONDS ARE LIMITED OBLIGATIONS OF THE AGENCY PAYABLE SOLELY FROM MONEY TO BE RECEIVED FROM THE BORROWER PURSUANT TO THE NOTE (AS DEFINED HEREIN) AND THE LOAN AGREEMENT. THE BONDS ARE ALSO SECURED BY THE MONEY AND SECURITIES HELD IN CERTAIN FUNDS AND ACCOUNTS ESTABLISHED UNDER THE TRUST AGREEMENT AND BY MONEYS DRAWN UNDER THE CREDIT FACILITY. THE BONDS ARE NOT SECURED BY A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE AGENCY, AND DO NOT CREATE AN INDEBTEDNESS OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, BUT ARE PAYABLE SOLELY FROM THE REVENUES AND OTHER FUNDS PROVIDED PURSUANT TO THE TRUST AGREEMENT, THE NOTE AND THE LOAN AGREEMENT, AND FROM MONEYS AVAILABLE TO BE DRAWN BY THE TRUSTEE UNDER THE CREDIT FACILITY. PROSPECTIVE PURCHASERS OF THE BONDS ARE ADVISED TO PLACE PRINCIPAL RELIANCE FOR PAYMENT OF THE PRINCIPAL AND PURCHASE PRICE OF AND INTEREST ON THE BONDS UPON THE CREDIT FACILITY. Under the terms of the Loan Agreement, the Agency will lend the proceeds of the Bonds (the Loan ) to the Borrower and the Borrower will agree to make payments to the Agency in amounts sufficient to pay the principal of, premium, if any and interest on the Bonds and certain other fees and expenses, all as described in the Loan Agreement (the Loan Repayments ). To evidence its obligations under the Loan Agreement, the Borrower will execute and deliver to the Agency a promissory note, dated the date of authentication and delivery of the Bonds (the Note ). See Appendix B hereto for a summary of certain provisions of the Loan Agreement. Under the terms of the Trust Agreement, the Agency will assign to the Trustee, as security for the registered owners of the Bonds (the Holders ) all of the Agency s right, title and interest in (1) the Note, (2) the Loan Agreement (except for the Agency s right to certain indemnification, to receive certain notices, to give certain consents and to the reimbursement of certain expenses), and (3) the moneys and securities held by the Trustee under the Trust Agreement, including moneys drawn by the Trustee under the Credit Facility. See the caption SECURITY FOR THE BONDS herein. Credit Facility. Simultaneously with the issuance of the Bonds, the Borrower will enter into the Reimbursement Agreement with the Credit Provider, pursuant to which the Credit Provider will issue the Credit Facility to the Trustee. The initial Credit Facility will expire on April 14, 2008 subject to extension or earlier termination as provided in the Reimbursement Agreement. The Trustee will draw on the Credit Facility to make the required payments of principal of and interest on the Bonds and to pay the purchase price of the Bonds upon optional or mandatory tender as described under the caption THE BONDS - TENDER AND PURCHASE OF BONDS herein. 3

8 Under the terms of the Trust Agreement, the Credit Facility may be replaced by an Alternate Credit Facility. See the caption SECURITY FOR THE BONDS - ALTERNATE CREDIT FACILITY herein. The Credit Facility supplied by Bank of America, N.A. on the date of issuance of the Bonds may not be available on an adjustment from the Weekly Interest Rate. Continuing Disclosure. The Borrower has covenanted in the Loan Agreement to comply with the applicable provisions of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Act of 1934, as the same may be amended from time to time, including, without limitation, those provisions respecting continuing disclosure. Such provisions would only apply when the Bonds bear interest at a Long-Term Interest Rate during a Long-Term Interest Rate Period. See the caption CONTINUING DISCLOSURE herein. Tax Treatment. In the opinion of Womble Carlyle Sandridge & Rice, PLLC, Bond Counsel, assuming continuing compliance by the Agency and the Borrower with their respective covenants to comply with the requirements of the Internal Revenue Code of 1986, as amended (the Code ), as described herein, interest on the Bonds will not be includable in the gross income of the owners thereof for purposes of federal income taxation. Bond Counsel is also of the opinion that interest on the Bonds will not be a specific item of tax preference for purposes of the alternative minimum tax imposed by the Code on corporations and other taxpayers, including individuals; however, such interest will be includable in the adjusted current earnings of corporations for purposes of computing the alternative minimum tax imposed by the Code on corporations. In addition, in the opinion of Bond Counsel, interest on the Bonds will be exempt from all State of North Carolina income taxes. See the caption TAX TREATMENT herein. Professionals. Banc of America Securities LLC (the Underwriter ), Charlotte, North Carolina is underwriting the Bonds and is serving as the initial remarketing agent for the Bonds (the Remarketing Agent ). Branch Banking and Trust Company is serving as Trustee and Tender Agent. Womble Carlyle Sandridge & Rice, PLLC, Winston-Salem, North Carolina is serving as Bond Counsel. Allman Spry Leggett & Crumpler, Winston-Salem, North Carolina is serving as counsel to the Borrower. Kilpatrick Stockton LLP, Raleigh, North Carolina is serving as counsel to the Credit Provider. Kilpatrick Stockton LLP, Raleigh, North Carolina is serving as counsel to the Underwriter. HOLDERS AND PROSPECTIVE PURCHASERS OF THE BONDS SHOULD NOT RELY ON THE INFORMATION CONTAINED IN THIS OFFICIAL STATEMENT WITH RESPECT TO INFORMATION CONCERNING THE BONDS ON OR AFTER CONVERSION TO A LONG-TERM INTEREST RATE PERIOD, BUT SHOULD REFER SOLELY TO THE REVISIONS, SUPPLEMENTS, SUBSTITUTIONS OR ADDITIONS TO THIS OFFICIAL STATEMENT, IF ANY BECOME NECESSARY, OR ANY NEW OFFERING MATERIALS FOR CURRENT INFORMATION PERTAINING TO THE AGENCY, THE BORROWER, THE CREDIT PROVIDER AND THE BONDS ON OR AFTER A CONVERSION TO A LONG-TERM INTEREST RATE PERIOD. GENERAL THE AGENCY The Agency was created by the North Carolina General Assembly as the North Carolina Higher Educational Facilities Finance Agency in 1986 in order to provide a method of financing certain facilities for institutions of higher education. The North Carolina General Assembly later expanded the scope of the Act to provide financing for institutions of elementary and secondary education and then for special purpose institutions. In connection with the latter expansion, the North Carolina General Assembly changed the name of the Agency to the North Carolina Capital Facilities Finance Agency in The Act authorizes the Agency to finance, refinance, acquire, construct, equip, provide, operate, 4

9 own, repair, maintain, extend, improve, rehabilitate, renovate and furnish any one or more buildings, structures, improvements, additions, extensions, enlargements or other facilities for institutions for higher education and certain other entities, including not-for-profit corporations as described in the Act. As of June 30, 2004, the Agency had issued 130 separate revenue bond issues. The total outstanding principal amount of all such financings as of June 30, 2004 was $1,481,034,589. Each such issue is separately secured and will not be secured by amounts payable under the Loan Agreement and the Note. The Agency is governed by a Board of Directors composed of seven members. Two of the members are the State Treasurer and the State Auditor, each of whom serve ex-officio. The remaining members are residents of the State who do not hold public office and are appointed in the following manner: the President of the Senate on the recommendation of the President Pro Tempore appoints one director, the General Assembly on the recommendation of the Speaker of the House appoints one director and the Governor appoints three directors. The Chairman and the Vice Chairman of the Board of Directors are designated by the Governor. The Agency is contained within the Department of State Treasurer and, by agreement, the staff of the Local Government Commission of North Carolina (the LGC ) serves as staff to the Agency. The LGC is a division of the Department of the State Treasurer and is composed of a nine member board of directors chaired by the State Treasurer. Since the early 1930s, the LGC has assisted counties and cities in the areas of debt and fiscal management. In addition to bonds issued by the Agency, substantially all North Carolina local government debt must be approved by the LGC. The LGC approved the issuance of the Bonds on April 5, MEMBERSHIP The present Board of Directors of the Agency consists of the following members: Name Expiration of Term Richard H. Moore, Chairman Ex-Officio Stanley Green, Jr., Vice Chariman March 1, 2005* Leslie W. Merritt, Jr. Ex-Officio Zack W. Blackmon March 1, 2007 Jeffrey A. Nelson March 1, 2006 Dennis M. Walters March 1, 2004* David Fountain July 31, 2005 *Continues to serve until a successor is appointed and qualified. Note: The Governor appoints the Chairman and Vice Chairman of the Agency. GENERAL THE BONDS The Bonds will initially be dated the date of issuance thereof and will mature, subject to prior redemption as described below, on April 1, 2025, on which date all unpaid principal and interest on the Bonds will be due and payable. Interest on the Bonds will be computed on the basis of a 365 or 366-day year for the actual days elapsed during any Weekly Interest Rate Period or any Short-Term Interest Rate Period and on the basis of a 360-day year of twelve 30-day months during any Long-Term Interest Rate Period. 5

10 The Bonds will be issued as fully registered Bonds in book-entry form only and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). While the Bonds bear interest at a Weekly Interest Rate or a Bond Interest Term Rate, individual purchases of the Bonds by the beneficial owners will be only in denominations of $100,000 and integral multiples of $5,000 in excess of $100,000, and while the Bonds bear interest at a Long-Term Interest Rate, individual purchases of Bonds by the beneficial owners will be made in denominations of $5,000 or any integral multiple thereof if the Bonds are assigned an investment grade rating by each Rating Agency then rating the Bonds on the date the Bonds are adjusted to bear interest at a Long-Term Interest Rate, and $100,000 and integral multiples of $5,000 in excess of $100,000 if the Bonds are not assigned an investment grade rating by each such Rating Agency on such date (each, an Authorized Denomination ). The Bonds will initially bear interest at a Weekly Interest Rate. The interest rate on the Bonds may be changed from time to time to a Bond Interest Term Rate or a Long-Term Interest Rate as described under THE BONDS INTEREST RATES below. While the Bonds bear interest at a Weekly Interest Rate, interest will be payable monthly in arrears on the first Business Day of each month, commencing May 1, While the Bonds bear interest at a Bond Interest Term Rate, interest will be payable in arrears on the day next succeeding the last day thereof. While the Bonds bear interest at a Long-Term Interest Rate, interest will be payable semiannually in arrears, on each April 1 and October 1. If a payment date is not a Business Day (as defined herein) at the place of payment, the payment will be made at that place on the next succeeding Business Day, with the same force and effect as if made on the payment date, and, in the case of such payment, no interest will accrue for the intervening period. Principal of and premium, if any, and interest on the Bonds will be paid by the Trustee. Principal is payable upon presentation of such Bonds by the Holders thereof. Interest on the Bonds will be payable on each Interest Payment Date by the Trustee during any Weekly Interest Rate Period or Long-Term Interest Rate Period, by check mailed on the date on which interest is due to the Holders of the Bonds at the close of business on the Regular Record Date in respect of such Interest Payment Date at the registered addresses of Holders as they appear on the registration books maintained by the Trustee. In the case of (i) Bonds bearing interest at a Bond Interest Term Rate, or (ii) any Holder of Bonds bearing interest at other than a Bond Interest Term Rate in an aggregate principal amount in excess of $1,000,000 as shown on the registration books kept by the Trustee who, prior to the Regular Record Date next preceding any Interest Payment Date, will have provided, or caused to be provided, the Trustee with wire transfer instructions, interest payable on such Bonds will be paid in accordance with the wire transfer instructions provided by the Holder of such Bonds (or by the Remarketing Agent on behalf of such Holder); provided, however, that during any Short-Term Interest Rate Period, interest on any Bond will be payable only upon presentation and surrender of such Bond to the Tender Agent at its Principal Office. Notwithstanding the foregoing, so long as records of ownership of the Bonds are maintained through the Book-Entry System described below, all payments to the Beneficial Owners of the Bonds will be made in accordance with the procedures described below under Book-Entry System. BOOK-ENTRY SYSTEM DTC will initially act as securities depository for the Bonds. DTC and any successor or substitute securities depository are sometimes referred to herein as the Securities Depository. Upon issuance of the Bonds, one fully registered Bond will be registered in the name of Cede & Co., as nominee for DTC, in the aggregate principal amount of the Bonds. Cede & Co. and any future nominee of a Securities Depository are sometimes herein referred to as the Securities Depository Nominee. SO LONG AS CEDE & CO., AS NOMINEE OF DTC, IS THE REGISTERED OWNER OF THE BONDS, REFERENCES HEREIN TO THE HOLDERS OF THE BONDS OR REGISTERED OWNERS OF THE BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BONDS. 6

11 The information under this caption concerning DTC and DTC s Book-Entry System has been obtained from sources believed to be reliable, but neither the Agency, the Borrower nor the Underwriter takes any responsibility for the accuracy or completeness thereof. DTC is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, 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 Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds securities that its participants ( Direct Participants ) deposit with DTC. DTC also facilitates the clearance and settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry charges in Direct Participants accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC, in turn, is owned by a number of Direct Participants of DTC and by Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation and Emerging Markets Clearing Corporation (all subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear securities transactions through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). The rules applicable to DTC and its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC s records. The ownership interest of each Beneficial Owner is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchases, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owners entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the Book-Entry System for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co., or such other nominee, effect no change in beneficial ownership of the Bonds. DTC has no knowledge of the actual Beneficial Owners of the Bonds and DTC s records reflect only the identity of the Direct Participants to whose accounts the Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. The Agency and the Trustee will recognize DTC or its nominee, Cede & Co., as the registered owner of the Bonds for all purposes, including notices and voting. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners of the Bonds will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. 7

12 Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC s procedures. Under its usual procedures, DTC mails an omnibus proxy to the Agency as soon as possible after the record date. The omnibus proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the omnibus proxy). Principal and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts, upon DTC s receipt of funds and corresponding detail information from the Agency or the Trustee on each payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC, the Agency, the Borrower or the Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest to Cede & Co., and such other nominee as may be requested by an authorized representative of DTC, is the responsibility of the Trustee, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. A Beneficial Owner shall give notice to elect to have its Bonds purchased or tendered through its Direct or Indirect Participant to the Remarketing Agent and shall effect delivery of such Bonds by causing the Direct Participant to transfer such Direct or Indirect Participant s interest in the Bonds on DTC s records to the Remarketing Agent. The requirement for physical delivery of the Bonds in connection with an optional or mandatory tender for purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC s records. NEITHER THE AGENCY, THE BORROWER NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DIRECT PARTICIPANTS, TO INDIRECT PARTICIPANTS, OR TO THE PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE BONDS, OR TO ANY BENEFICIAL OWNER OF BONDS IN RESPECT OF THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT, THE PAYMENT BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT IN RESPECT OF THE PRINCIPAL OR PURCHASE PRICE OF OR PREMIUM OR INTEREST ON THE BONDS, ANY NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN UNDER THE TRUST AGREEMENT, THE SELECTION BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY PERSON TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE BONDS, OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS HOLDER. The Agency, the Borrower and the Trustee cannot and do not give any assurances that DTC, Direct Participants or Indirect Participants will distribute to the Beneficial Owners of the Bonds (i) payments of principal or purchase price of, premium, if any, and interest on the Bonds, (ii) confirmation of ownership interests in Bonds, (iii) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will do so on a timely basis or that DTC, Direct Participants or Indirect Participants will serve and act in the manner described in this Official Statement. Any provision of the Trust Agreement or the Bonds requiring physical delivery of the Bonds will, with respect to any Bonds held under the Book-Entry System, be deemed to be satisfied by a notation in 8

13 the registration books maintained by the Trustee under the Trust Agreement that such Bonds are subject to the Book-Entry System. In the event that (a) DTC determines not to continue to act as Securities Depository for the Bonds or (b) the Trustee or the Borrower determines that continuation of the Book-Entry System of evidence and transfer of ownership of the Bonds would adversely affect their interests or the interests of the Beneficial Owners of the Bonds, the Borrower may direct the Agency to discontinue the Book-Entry System with DTC in accordance with DTC s rules and procedures. If the Borrower fails to identify another qualified Securities Depository to replace DTC, the Agency will deliver replacement Bonds in the form of fully registered certificates in Authorized Denominations in exchange for the outstanding Bonds as required by DTC. DTC may be removed at any time at the election of the Remarketing Agent, in accordance with DTC s rules and procedures, with the consent of the Trustee and notice to the Borrower and the Agency, and a new Securities Depository may then be appointed by the Agency, subject to the approval of the Trustee, the Borrower and the Remarketing Agent. INTEREST RATES General. The Bonds will initially bear interest at a Weekly Interest Rate until the interest rate is converted to a Bond Interest Term Rate or a Long-Term Interest Rate; provided, however, that all Bonds must be changed to a new interest rate mode if any are changed. Interest will be computed, in the case of a Weekly Interest Rate Period or a Short-Term Interest Rate Period, on the basis of a 365 or 366-day year, as appropriate, for the actual number of days elapsed, and in the case of a Long-Term Interest Rate Period, on the basis of a 360-day year consisting of twelve 30-day months. For any Weekly Interest Rate Period, interest on the Bonds will be payable on each Interest Payment Date for the period commencing on the first Business Day of the preceding month and ending on the day immediately preceding the Interest Payment Date (or, if sooner, the last day of the Weekly Interest Rate Period); provided, however, that interest for the first interest payment shall accrue from the date of issuance and delivery of the Bonds. For any Short-Term Interest Rate Period or Long-Term Interest Rate Period, interest on the Bonds will be payable on each Interest Payment Date for the period commencing on the immediately preceding Interest Accrual Date and ending on the day immediately preceding such Interest Payment Date. In any event, interest on the Bonds will be payable for the final Interest Rate Period to the date on which the Bonds have been paid in full. The term of the Bonds will be divided into consecutive Interest Rate Periods selected by the Agency, at the direction of the Borrower, during each of which the Bonds will bear interest at a Weekly Interest Rate, a Bond Interest Term Rate or a Long-Term Interest Rate; provided, however, that at no time will any Bond bear interest in excess of 12% per annum. During a Short-Term Interest Rate Period, Bonds may bear interest rates at different Bond Interest Term Rates and have Bond Interest Terms of different durations. The first Interest Rate Period will commence on the date of issuance of the Bonds and will be a Weekly Interest Rate Period. Weekly Interest Rate. During each Weekly Interest Rate Period, the Bonds will bear interest at the Weekly Interest Rate, which will be determined by the Remarketing Agent on Wednesday of each week during such Weekly Interest Rate Period, or if such day is not a Business Day, then on the next succeeding Business Day. The first Weekly Interest Rate determined for each Weekly Interest Rate Period will be determined on or prior to the first day of such Weekly Interest Rate Period and will apply to the period commencing on the first day of such Weekly Interest Rate Period and ending on the next succeeding Wednesday. Thereafter, each Weekly Interest Rate will apply to the period commencing on Thursday and ending on the next succeeding Wednesday, unless such Weekly Interest Rate Period will end on a day other than Wednesday, in which event the last Weekly Interest Rate for such Weekly 9

14 Interest Rate Period will apply to the period commencing on Thursday preceding the last day of such Weekly Interest Rate Period and ending on the last day of such Weekly Interest Rate Period. The Weekly Interest Rate will be the rate of interest per annum determined by the Remarketing Agent (based on the examination of tax-exempt obligations comparable in the judgment of the Remarketing Agent to the Bonds and known by the Remarketing Agent to have been priced or traded under then prevailing market conditions) to be the minimum interest rate which, if borne by the Bonds, would enable the Remarketing Agent to sell the Bonds on such date of determination at a price (without regarding accrued interest) equal to the principal amount thereof. In the event that the Remarketing Agent fails to establish a Weekly Interest Rate for any week, then the Weekly Interest Rate for such week will be the same as the Weekly Interest Rate for the immediately preceding week if the Weekly Interest Rate for such preceding week was determined by the Remarketing Agent. In the event that the Weekly Interest Rate for the immediately preceding week was not determined by the Remarketing Agent, or in the event that the Weekly Interest Rate determined by the Remarketing Agent will be held to be invalid or unenforceable by a court of law, then the interest rate for such week will be equal to 70% of the interest rate on 30-day high grade unsecured commercial paper notes sold through dealers by major corporations as reported in The Wall Street Journal on the day the Weekly Interest Rate would otherwise be determined as provided in the Trust Agreement for such Weekly Interest Rate Period. Bond Interest Term Rate. During each Short-Term Interest Rate Period, each Bond will bear interest at the Bond Interest Term Rate determined for the Bond Interest Term applicable to such Bond. The Bond Interest Term and the Bond Interest Term Rate for each Bond need not be the same for any two Bonds, even if determined on the same date. Each of such Bond Interest Terms and Bond Interest Term Rates for each Bond will be determined by the Remarketing Agent no later than the first day of each Bond Interest Term. Each Bond Interest Term will be for a period of days within the range or ranges announced as possible Bond Interest Terms no later than 9:00 a.m., New York City time, on the first day of each Bond Interest Term by the Remarketing Agent. Each Bond Interest Term for each Bond will be a period ranging from 1 to 180 days, but not exceeding 180 days, determined by the Remarketing Agent to be the period which, together with all other Bond Interest Terms for all Bonds then outstanding, will result in the lowest overall interest expense on the Bonds over the next succeeding 180 days. Any Bond purchased on behalf of the Borrower and remaining unsold by the Remarketing Agent as of the close of business on the first day of the Bond Interest Term for that Bond will have a Bond Interest Term of one day or, if that Bond Interest Term would not end on a day immediately preceding a Business Day, a Bond Interest Term ending on the day immediately preceding the next Business Day. Each Bond Interest Term will end on either a day which immediately precedes a Business Day or on the day immediately preceding the maturity date of the Bonds. If for any reason a Bond Interest Term for any Bond cannot be so determined by the Remarketing Agent, or if the determination of such Bond Interest Term is held by a court of law to be invalid or unenforceable, then such Bond Interest Term will be 30 days, but if the last day so determined will not be a day immediately preceding a Business Day, then the Bond Interest Term will end on the first day immediately preceding the Business Day next succeeding such last day, or if such last day would be after the day immediately preceding the maturity date of the Bonds, then the Bond Interest Term will end on the day immediately preceding the maturity date. In determining the number of days in each Bond Interest Term, the Remarketing Agent will take into account the following factors: (i) existing short-term tax-exempt market rates and indices of such 10

15 short-term rates, (ii) the existing market supply and demand for short-term tax-exempt securities, (iii) existing yield curves for short-term and long-term tax-exempt securities for obligations of credit quality comparable to the Bonds, (iv) general economic conditions, (v) economic and financial conditions that may affect or be relevant to the Bonds, (vi) the Bond Interest Terms of other Bonds, (vii) sinking fund redemption provisions of the Bonds and (viii) such other facts, circumstances and conditions pertaining to financial markets as the Remarketing Agent, in its sole discretion, determines to be relevant. The Bond Interest Term Rate for each Bond Interest Term for each Bond will be the rate of interest per annum determined by the Remarketing Agent (based on the examination of tax-exempt obligations comparable in the judgment of the Remarketing Agent to the Bonds and known by the Remarketing Agent to have been priced or traded under then-prevailing market conditions) to be the minimum interest rate which, if borne by such Bond, would enable the Remarketing Agent to sell such Bond on the date and at the time of such determination at a price (without regarding accrued interest) equal to the principal amount thereof. If for any reason a Bond Interest Term Rate for any Bond is not so established by the Remarketing Agent for any Bond Interest Term, or such Bond Interest Term Rate is determined by a court of law to be invalid or unenforceable, then the Bond Interest Term Rate for such Bond Interest Term will be the rate per annum equal to 70% of the interest rate on high grade unsecured commercial paper notes sold through dealers by major corporations as reported by The Wall Street Journal on the first day of such Bond Interest Term and which maturity most nearly equals the Bond Interest Term for which a Bond Interest Term Rate is being calculated. Long-Term Interest Rate. During each Long-Term Interest Rate Period, the Bonds will bear interest at the Long-Term Interest Rate. The duration of a Long-Term Interest Rate Period will be determined by the Agency, at the direction of the Borrower, which duration will be at least 181 days. The Long-Term Interest Rate for the Bonds during a Long-Term Interest Rate Period will be determined by the Remarketing Agent on a Business Day no earlier than two weeks before the effective date of such Long-Term Interest Rate Period and no later than the effective date of such Long-Term Interest Rate Period. The Long-Term Interest Rate will be the rate of interest per annum determined by the Remarketing Agent (based on the examination of tax-exempt obligations comparable in the judgment of the Remarketing Agent to the Bonds and known by the Remarketing Agent to have been priced or traded under then-prevailing market conditions) to be the minimum interest rate which, if borne by the Bonds, would enable the Remarketing Agent to sell the Bonds on such date of determination at a price (without regarding accrued interest) equal to the principal amount thereof. If, for any reason, the Long-Term Interest Rate is not so determined for any Long-Term Interest Rate Period by the Remarketing Agent on or prior to the first day of such Long-Term Interest Rate Period, then the Bonds will bear interest at the Weekly Interest Rate, and will continue to bear interest at a Weekly Interest Rate determined in accordance with the Trust Agreement until such time as the interest rate on the Bonds has been adjusted to Bond Interest Term Rates or a Long-Term Interest Rate as provided in the Trust Agreement, and the Bonds will be subject to purchase upon notice from the Holders thereof as described under the caption THE BONDS TENDER AND PURCHASE OF BONDS herein. ADJUSTMENT OF INTEREST RATES Adjustment to Weekly Interest Rate. The Agency may elect, at the direction of the Borrower, by written direction to the Trustee, the Tender Agent, the Credit Provider and the Remarketing Agent, at any time that the Bonds will bear interest at a Weekly Interest Rate. Such direction of the Agency will specify (1) the effective date of such adjustment to a Weekly Interest Rate, which will be (a) a Business Day not earlier than the 30th day following the second Business Day after receipt by the Trustee of such direction, 11

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