KESTREL
VERIFIER S'M
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APPENDIX G
BOOK-ENTRY SYSTEM
The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. If, however, the aggregate principal amount of any maturity of the Bonds exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount and an additional certificate will be issued with respect to any remaining principal amount of such maturity.
DTC, the world’s largest securities depository, 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. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. 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 is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com
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 actual purchaser of each Bond (“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 purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner 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 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 name as may be requested Item 5
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by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership.
DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such 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.
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 will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity of the Bonds are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to CCCFA of securities 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 such Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds and payments of principal and interest 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 CCCFA or the Trustee on the 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, CCCFA or the Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds and principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of CCCFA or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to CCCFA or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered.
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CCCFA may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates are required to be printed and delivered to DTC.
The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that CCCFA believes to be reliable, but CCCFA takes no responsibility for the accuracy thereof.
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APPENDIX H
REDEMPTION PRICE OF THE BONDS
The following table sets forth the Redemption Price of the Bonds (being the Amortized Value of the Series 2023B-1 Bonds and 100% of the principal amounts of the Index Rate Bonds, but excluding accrued interest) upon an extraordinary mandatory redemption following an early termination of the Prepaid Energy Sales Agreement, as of the redemption dates shown below during the Initial Interest Rate Period.
REDEMPTION
DATE
REDEMPTION
PRICE
REDEMPTION
DATE
REDEMPTION
PRICE
3/1/2023 890,870,163.05 6/1/2026 864,701,317.15
4/1/2023 890,283,181.05 7/1/2026 864,077,463.90
5/1/2023 889,711,956.95 8/1/2026 863,461,525.45
6/1/2023 889,140,803.30 9/1/2026 862,146,056.95
7/1/2023 888,585,420.30 10/1/2026 861,483,462.90
8/1/2023 888,037,947.75 11/1/2026 860,828,765.05
9/1/2023 887,435,068.05 12/1/2026 860,181,952.60
10/1/2023 886,832,284.90 1/1/2027 859,543,020.55
11/1/2023 886,253,081.90 2/1/2027 858,919,839.55
12/1/2023 885,673,980.35 3/1/2027 857,824,042.15
1/1/2024 885,102,770.95 4/1/2027 857,146,127.10
2/1/2024 884,539,494.95 5/1/2027 856,483,960.60
3/1/2024 883,753,859.85 6/1/2027 855,821,816.95
4/1/2024 883,143,310.45 7/1/2027 855,175,411.75
5/1/2024 882,548,490.15 8/1/2027 854,536,902.90
6/1/2024 881,953,769.50 9/1/2027 853,161,080.30
7/1/2024 881,374,793.95 10/1/2027 852,475,999.20
8/1/2024 880,803,741.25 11/1/2027 851,798,789.85
9/1/2024 880,157,311.95 12/1/2027 851,129,457.55
10/1/2024 879,538,797.20 1/1/2028 850,468,004.45
11/1/2024 878,928,216.50 2/1/2028 849,814,429.30
12/1/2024 878,333,392.70 3/1/2028 848,666,170.35
1/1/2025 877,738,624.85 4/1/2028 847,965,802.00
2/1/2025 877,151,790.75 5/1/2028 847,273,301.45
3/1/2025 876,337,554.10 6/1/2028 846,588,676.45
4/1/2025 875,711,255.40 7/1/2028 845,919,772.45
5/1/2025 875,085,057.30 8/1/2028 845,250,906.30
6/1/2025 874,474,611.70 9/1/2028 843,752,734.20
7/1/2025 873,872,100.45 10/1/2028 843,045,279.60
8/1/2025 873,277,526.55 11/1/2028 842,337,841.70
9/1/2025 870,789,612.90 12/1/2028 841,646,116.60
10/1/2025 870,149,587.15 1/1/2029 840,954,415.50
11/1/2025 869,517,467.85 2/1/2029 840,278,419.90
12/1/2025 868,893,246.35 3/1/2029 839,054,284.40
1/1/2026 868,284,753.50 4/1/2029 838,315,866.90
2/1/2026 867,676,333.15 5/1/2029 837,593,160.10
3/1/2026 866,635,915.25 6/1/2029 836,894,012.05
4/1/2026 865,980,526.50 7/1/2029 836,202,726.65
5/1/2026 865,340,895.55 8/1/2029 835,535,000.00
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APPENDIX I
SCHEDULE OF TERMINATION PAYMENTS
The Termination Payment for any Early Termination Payment Date will be the amount set forth below in the column corresponding to the month in which the Early Termination Date occurs. In the event that the Early Termination Date occurs on other than the last day of a month, the Early Termination Payment will be increased by an amount equal to the product of (a) the Monthly Contract Quantity for such Month, minus the quantity of Energy required to have been delivered in such Month prior to the effectiveness of such Early Termination Date, multiplied by (b) the result of (i) the applicable Fixed Price (as defined in the CCCFA Commodity Swap), minus (ii) the Specified Discount then in effect. The Early Termination Payment Date is the last Business Day of the Month following the Month of Early Termination.
MONTH OF EARLY
TERMINATION
TERMINATION
PAYMENT
MONTH OF EARLY
TERMINATION
TERMINATION
PAYMENT
Jan-2023 877,062,894.40 Apr-2026 867,557,350.82
Feb-2023 879,930,495.73 May-2026 865,364,443.41
Mar-2023 882,813,854.96 Jun-2026 862,843,605.35
Apr-2023 885,697,284.64 Jul-2026 860,151,528.15
May-2023 888,596,484.97 Aug-2026 857,724,392.28
Jun-2023 888,082,947.75 Sep-2026 856,654,753.72
Jul-2023 887,399,981.78 Oct-2026 856,492,734.65
Aug-2023 886,717,112.36 Nov-2026 857,239,625.76
Sep-2023 886,171,844.69 Dec-2026 858,531,839.25
Oct-2023 885,512,656.87 Jan-2027 859,614,461.30
Nov-2023 884,970,631.90 Feb-2027 860,344,242.81
Dec-2023 884,408,269.63 Mar-2027 860,040,774.15
Jan-2024 883,716,819.10 Apr-2027 858,651,013.47
Feb-2024 883,253,497.46 May-2027 856,431,158.27
Mar-2024 882,582,612.62 Jun-2027 853,883,353.98
Apr-2024 882,021,098.14 Jul-2027 851,156,401.85
May-2024 881,361,307.15 Aug-2027 848,702,258.09
Jun-2024 880,823,460.61 Sep-2027 847,605,587.20
Jul-2024 880,116,132.54 Oct-2027 847,416,527.45
Aug-2024 879,416,719.02 Nov-2027 848,136,376.67
Sep-2024 878,839,261.15 Dec-2027 849,393,675.18
Oct-2024 878,163,538.58 Jan-2028 850,449,189.84
Nov-2024 877,597,142.66 Feb-2028 851,079,313.02
Dec-2024 877,010,409.79 Mar-2028 850,740,864.48
Jan-2025 876,294,524.37 Apr-2028 849,323,976.61
Feb-2025 875,928,641.70 May-2028 847,076,976.78
Mar-2025 875,225,545.73 Jun-2028 844,494,169.36
Apr-2025 874,647,472.96 Jul-2028 841,739,805.23
May-2025 873,963,312.94 Aug-2028 839,258,225.47
Jun-2025 871,473,110.27 Sep-2028 838,126,263.53
Jul-2025 868,807,879.59 Oct-2028 837,909,748.48
Aug-2025 866,407,603.68 Nov-2028 838,594,287.20
Sep-2025 865,364,835.34 Dec-2028 839,824,102.76
Oct-2025 865,229,698.89 Jan-2029 840,828,553.37
Nov-2025 866,011,320.86 Feb-2029 841,487,999.10
Dec-2025 867,322,586.67 Mar-2029 841,114,156.81
Jan-2026 868,439,984.05 Apr-2029 839,677,558.39
Feb-2026 869,196,687.70 May-2029 837,402,989.66
Mar-2026 868,920,150.42 Jun-2029 834,805,942.791
_______________ 1 This amount would also be payable if an Early Termination Date occurs in July 2029 due to a Failed Remarketing.
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