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Registration Instructions Federal Reserve Bank of New York Commercial Paper Funding Facility (CPFF) To register: 1. Complete the attached Issuer Registration Form and Qualification Certification and fax it to PIMCO at: Fax number: 949-720-8609 Attention: CPFF Registration In addition, send a copy via email to cpffdocumentation@pimco.com of your program's private placement memorandum, as amended, and in the case of ABCP programs, a copy of the most recent pool report. 2. Pay the fee as described in paragraph (5) of the form by wire transfer. 3. PIMCO will contact you via email to confirm receipt of your registration form. This receipt will contain your unique CPFF tracking number. Please reference this tracking number in any subsequent communications. If you do not receive this confirmation (CONFIRMATION OF RECEIPT) by 9:00 a.m. (New York time) on the business day following your submission, contact PIMCO at CPFFRegistration@pimco.com or 949-720-6714 and specify the time and date that your form was faxed together with the Issuer name, root CUSIP identifier(s) and contact information. 4. PIMCO will subsequently contact you by email after your form has been reviewed and accepted and your fee has been received, and will confirm you are registered to sell commercial paper to the CPFF. This document is the CONFIRMATION OF REGISTRATION referenced in the paragraph below and will include the date on which the Issuer will become eligible to sell commercial paper to CPFF. If you do not receive this CONFIRMATION OF REGISTRATION by 12:00 p.m. (New York Time) on the business day following your submission, contact PIMCO at CPFFRegistration@pimco.com or 949-720-6714 and specify the tracking number provided on your CONFIRMATION OF RECEIPT together with your contact information. 5. If you have other questions concerning registration, please email them to CPFFRegistration@pimco.com. All questions concerning the CPFF must be submitted to PIMCO in writing via the email address noted and not directed to PIMCO personnel through any other means. When submitting questions, please specify the tracking number provided on your CONFIRMATION OF RECEIPT together with your contact information, and PIMCO CPFF registration personnel will contact you as promptly as possible. Note on Registration Deadlines: This completed registration form and the fee due as described in paragraph (5) of the form must be received by PIMCO on the same business day and no later than 5:00 p.m. (New York time) on the second business day before the Issuer wishes to use the Facility. To access the Facility on October 27, 2008, this completed registration form and the fee described in paragraph (5) of the form must be received no later than 5:00 p.m. (New York time) on October 23, 2008. Registration is not final until PIMCO’s CONFIRMATION OF REGISTRATION has been received by the Issuer. 2 Issuer Registration Form and Qualification Certification in connection with Federal Reserve Bank of New York Commercial Paper Funding Facility The company named on the signature page hereof (the “Issuer”) wishes to qualify to participate in the commercial paper funding facility (the “Facility”) being provided by the Federal Reserve Bank of New York (the “FRBNY”) through the Commercial Paper Funding Facility LLC (“CPFF”). Under the Facility, qualifying commercial paper issuers may sell commercial paper to CPFF through participating commercial paper dealers. The activities of CPFF will be managed by Pacific Investment Management Company LLC (“PIMCO”). In order to demonstrate to CPFF that the Issuer is qualified to participate in the Facility and to determine the applicable limits on the amount of commercial paper that the Issuer is eligible to sell to CPFF, the Issuer hereby certifies as follows: 1. The Issuer is organized under the laws of the United States, any State, the District of Columbia, Puerto Rico, the Virgin Islands, an Indian Nation, or any other possession or territory of the United States that has its own body of corporation law or is a U.S. branch of a foreign bank. 2. The greatest amount of U.S. dollar-denominated A-1/P-1/F1 commercial paper notes of the Issuer that were outstanding on any day between January 1, 2008 and August 31, 2008 had a face value of: $____________________ on: _______________, 2008 If the Issuer has more than one commercial paper program, this should be the aggregate amount outstanding under all programs on a single day and all of the Issuer’s programs should be listed below. This value will hereafter be referred to as the “Maximum Face Value”. The Issuer agrees that while participating in this Facility, it will not sell commercial paper to the CPFF such that the total amount of commercial paper outstanding (including commercial paper held by the CPFF and other investors) would exceed the Maximum Face Value. Below list all commercial paper programs that contribute to the Maximum Face Value listed above. This list should include all of the Issuer’s A-1/P-1/F1 commercial paper 3 programs Extendable commercial paper programs should be included even though they are not eligible for the CPFF. Program Name Root CUSIP Years 1-2 Identifier Amount of U.S. dollar-dominated commercial paper face value outstanding on the date of the Maximum Face Value listed above. 1 2 3 (Attach additional pages if necessary) 3. The Issuer has not been inactive. For purposes of this Certification, "inactive" means that the Issuer did not issue commercial paper notes to entities other than the sponsoring institution for any consecutive period of three-months or longer during the period beginning January 1, 2008 and ending August 31, 2008. 4. The commercial paper dealer(s) through which the Issuer will participate in the Facility is/are: Dealer ______________________Dealer DTCC Account Number_______________ Dealer ______________________Dealer DTCC Account Number_______________ Dealer ______________________Dealer DTCC Account Number_______________ Dealer ______________________Dealer DTCC Account Number_______________ (Note: The Issuer must designate all dealer(s) through which it intends to sell commercial paper to CPFF. An Issuer must sell through dealer(s) even if the Issuer normally issues its commercial paper directly. All designated dealers must be primary dealers of U.S. Treasury securities. The list of primary dealers is available at the FRBNY’s website at http://www.newyorkfed.org/markets/pridealers_current.html. 5. The Issuer’s commercial paper that is eligible for the Facility is: ? ? ? Check one: Unsecured and not guaranteed by FDIC Unsecured and FDIC guaranteed Asset-backed (ABCP) Please complete the attachment at the end of this form to provide details of each commercial paper program of the Issuer that is eligible for the Facility. Issuers covered by the FDIC's Temporary Liquidity Guarantee Program must also return the attached "Certification of FDIC Debt Guarantee". 4 0.00 6. The Issuer must pay a facility fee by wire transfer of immediately available funds in an amount equal to 10 basis points (0.1%) of the Maximum Face Value to the account of CPFF as follows: 0.00 Amount of fee paid with this registration: $____________ Wire transfer instructions: State Street Bank and Trust Co. Boston ABA: 011000028 Beneficiary Account #/ DDA: 00485011 Originator to Beneficiary Information: Free Form Line 1: FAO: State Street Fund FPX1Registration Fee Free Form Line 2: Enter Issuer Name Free Form Line 3 – 6: Enter Program Root Cusip(s) The fee must be paid on the day the registration form is submitted. The Issuer understands that this fee is not refundable and will not be credited against any other amounts payable in connection with the Facility or the Issuer’s commercial paper notes. 7. The FRBNY reserves the right to verify the Issuer’s compliance with the program guidelines. The FRBNY may bring a legal action, or pursue any other remedy available to it, including, but not limited to, terminating the Issuer’s participation in the Facility, if the FRBNY determines that (a) any statement or representation made herein, or made in connection with Issuer’s participation in the Facility, is false or misleading, or was made in bad faith with the intent to influence the actions of the FRBNY or PIMCO; or (b) further participation by the Issuer is inconsistent with the program guidelines or the purposes of the Facility. Nothing in this paragraph shall be construed as limiting the right of the FRBNY to terminate an Issuer’s participation in the Facility for any reason. 8. The Issuer hereby consents to the FRBNY accessing information from The Depository Trust Company concerning the Issuer’s commercial paper programs in order to verify the Issuer’s compliance with the program guidelines. 9. The Issuer understands and acknowledges that the conditions of eligibility to participate in the Facility and the other terms of the Facility are established solely by the FRBNY and may be changed by the FRBNY in its sole discretion, and that the final determination of whether the Issuer is eligible to participate in the Facility and the maximum amount of commercial paper notes that the Issuer may sell to CPFF under the terms of the Facility will be made by the FRBNY in its sole discretion. 10. The Issuer further understands and acknowledges that the FRBNY may disclose information regarding the Issuer solely for purposes of administering the Facility. 5 11 . Delivery of an executed signature page to this Issuer Registration Form and Qualification Certification by facsimile transmission shall be as effective as delivery of a manually signed counterpart hereof. The undersigned hereby certifies that the information set forth herein is true and correct and that he or she is authorized to execute this certification on behalf of the Issuer. The Issuer further agrees that all representations made herein are deemed continuing representations and if any representations set forth herein change in a material way, the Issuer will promptly notify the FRBNY at 33 Liberty Street, New York, NY 10045, Attention: Dina Marchioni; email address: Dina.Marchioni@ny.frb.org. Name of Issuer By:___________________________ Name: Title: Date: ________________________ Contact Information for Issuer for Verification and Confirmation: Contact Name: ___________________ Email Address: ___________________ Phone Number: ___________________ Fax Number:______________________ 6 Eligible Program Information Provide the following information for each commercial paper program of the Issuer that is eligible for the Facility. Add additional sheets as necessary. Eligible Issuers are U.S. Issuers of commercial paper, including U.S. Issuers with a foreign parent company. The CPFF will only purchase U.S. dollar-denominated commercial paper (including asset-backed commercial paper (ABCP)) that is rated at least A-1/P-1/F1 by a major nationally recognized statistical rating organization (NRSRO) and, if rated by multiple major NRSROs, is rated at least A-1/P-1/F1 by two or more major NRSROs. All of the Issuer’s commercial paper programs that are eligible for the Facility should be listed and only commercial paper from these programs may be sold to CPFF. Include only programs with the same Issuer. Separate Issuers must submit separate registration forms. Issuer DTC acronym _______________________ PROGRAM 1 Program name: The current ratings of the Program’s commercial paper are: Moody’s: ______ Standard & Poor’s: ______ Fitch: ______ Issuing and Paying Agent Name: Issuing and Paying Agent DTC Participant Number: Root CUSIP Years 1-2 Identifier: PROGRAM 2 Program name: The current ratings of the Program’s commercial paper are: Moody’s: ______ Standard & Poor’s: ______ Fitch: ______ Issuing and Paying Agent Name: Issuing and Paying Agent DTC Participant Number: Root CUSIP Years 1-2 Identifier: PROGRAM 3 Program name: The current ratings of the Program’s commercial paper are: Moody’s: ______ 7 Standard & Poor’s: ______ Fitch: ______ Issuing and Paying Agent Name: Issuing and Paying Agent DTC Participant Number: Root CUSIP Years 1-2 Identifier: The Issuer agrees to notify the FRBNY and PIMCO immediately of any changes in these ratings. 8 CERTIFICATION OF FDIC DEBT GUARANTEE 1. The company named on the signature page hereof (“Issuer”) is a participant in the Federal Reserve Bank of New York (“FRBNY”) Commercial Paper Funding Facility (the “Facility”). The undersigned hereby represents, warrants and covenants on behalf of Issuer that, for (1) the duration of the Temporary Liquidity Guarantee Program (“TLGP”) established by the Federal Deposit Insurance Corporation (“FDIC”) or (2) so long as any commercial paper issued by Issuer or any obligation thereunder remains outstanding to the Commercial Paper Funding Facility LLC (“CPFF”), whichever period is shorter: (a) Issuer qualifies as an “eligible entity” for the TLGP’s Debt Guarantee Program, as that term is defined in Section 370.2(a) of the Final Rule Establishing the TLGP (12 C.F.R. Part 370) (“Final Rule”); (b) Issuer is and will remain a “participating entity” in the TLGP’s Debt Guarantee Program, as that term is defined in Section 370.2(g) of the Final Rule; (c) Issuer is ___ or is not ___ (check one) a TLGP-eligible entity within a “U.S. bank holding company” group (as that term is defined in Section 370.2(c) of the Final Rule) or a “U.S. savings and loan holding company” group (as that term is defined in Section 370.2(d) of the Final Rule). If yes, to Issuer’s knowledge, no entity in its group has opted out of the TLGP’s Debt Guarantee Program; (d) As of the date Issuer becomes a participating entity in the TLGP, all commercial paper sold by Issuer to CPFF will be “FDIC -guaranteed debt” under the TLGP, as that term is defined in Section 370.2(i) of the Final Rule; (e) As of the date Issuer becomes a participating entity in the TLGP, Issuer shall comply with all TLGP disclosure requirements set forth in Section 370.5(h) of the Final Rule; (f) If, at any time, Issuer has any reason to believe that any commercial paper it has sold or anticipates selling to CPFF is not or no longer qualifies as FDICguaranteed debt under the TLGP, Issuer will promptly (but no later than the next business day) notify the Pacific Investment Management Company LLC (“PIMCO”) thereof in writing, as provided for in Paragraph 3 below; (g) Issuer’s maximum guarantee limit under the TLGP is $__________________; (h) Issuer will take all necessary steps to ensure that its FDIC -guaranteed debt does not exceed its TLGP maximum guarantee limit, and that it will not issue any commercial paper to CPFF if such limit is reached or if issua nce would cause the Issuer to exceed such limit; 9 (i) Issuer will take all necessary and reasonable steps to remain current on all assessments payable to the FDIC under the TLGP; (j) If, at any time, Issuer has any reason to believe it may be at risk of termination from the TLGP, Issuer will promptly (but no later than the next business day) notify PIMCO thereof in writing, as provided for in Paragraph 3 below; and (k) If Issuer has sought approval for eligibility for the TLGP’s Debt Guarantee Program, it shall provide, immediately upon execution and submission of this Certification, a copy of the FDIC’s approval notice and any associated documentation to PIMCO in the manner set forth in Paragraph 3 below. 2. Issuer agrees to make additional documentation, including any and all evidence of compliance with the terms and conditions of the TLGP, available to the FRBNY upon request. 3. The undersigned hereby certifies that the information set forth herein is true and correct and that he or she is authorized to execute this certification on behalf of the Issuer. Issuer further agrees that all representations and covenants made herein are deemed continuing representations and covenants and if any representation or covenant set forth herein changes in a material way, Issuer will promptly (but no later than the next business day) notify PIMCO at email address: CPFFRegistration@pimco.com or fax number: 949-720-8658. Issuer:_____________________________ By:________________________________ Name: Title: Date:______________________________ 10
@FedFRASER