DTCC & CEDE Sample-Language

The Depository Trust Company
A subsidiary of The Depository Trust & Clearing Corporation
Sample Offering Document Language

Describing DTC and Book-Entry-Only Issuance
1.
The Depository Trust Company (DTC), New York, NY, will act as securities
depository for the securities (the Securities). The Securities will be issued as fully-registered
securities registered in the name of Cede & Co. (DTCs partnership nominee) or such other name as
may be requested by an authorized representative of DTC. One fully-registered Security certificate
will be issued for [each issue of] the Securities, [each] in the aggregate principal amount of such
issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue
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 issue.]
2.
DTC, the worlds 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 issues, corporate and
municipal debt issues, and money market instruments (from over 100 countries) that DTCs
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 & Poors
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.
3.
Purchases of Securities under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Securities on DTCs records. The ownership interest
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of each actual purchaser of each Security (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 Securities 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 Securities,
except in the event that use of the book-entry system for the Securities is discontinued.
4.
To facilitate subsequent transfers, all Securities deposited by Direct Participants with
DTC are registered in the name of DTCs partnership nominee, Cede & Co., or such other name as
may be requested by an authorized representative of DTC. The deposit of Securities 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 Securities;
DTCs records reflect only the identity of the Direct Participants to whose accounts such Securities
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.
5.
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 Securities may
wish to take certain steps to augment the transmission to them of notices of significant events with
respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the
Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the
nominee holding the Securities 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 notices be provided directly to them.]
6.
Redemption notices shall be sent to DTC. If less than all of the Securities within an
issue are being redeemed, DTCs practice is to determine by lot the amount of the interest of each
Direct Participant in such issue to be redeemed.
7.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to Securities unless authorized by a Direct Participant in accordance with DTCs MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer 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 Securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
8.
Redemption proceeds, distributions, and dividend payments on the Securities will be
made to Cede & Co., or such other nominee as may be requested by an authorized representative of
DTC. DTCs practice is to credit Direct Participants accounts upon DTCs receipt of funds and
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corresponding detail information from Issuer or Agent, on payable date in accordance with their
respective holdings shown on DTCs 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, Agent, or Issuer, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of redemption proceeds, distributions,
and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to
Direct Participants will be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners will be the responsibility of Direct and Indirect Participants.
9.
A Beneficial Owner shall give notice to elect to have its Securities purchased or
tendered, through its Participant, to [Tender/Remarketing] Agent, and shall effect delivery of such
Securities by causing the Direct Participant to transfer the Participants interest in the Securities, on
DTCs records, to [Tender/Remarketing] Agent. The requirement for physical delivery of Securities
in connection with an optional tender or a mandatory purchase will be deemed satisfied when the
ownership rights in the Securities are transf erred by Direct Participants on DTCs records and
followed by a book-entry credit of tendered Securities to [Tender/Remarketing] Agents DTC
account.
10. DTC may discontinue providing its services as depository with respect to the Securities
at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event
that a successor depository is not obtained, Security certificates are required to be printed and
delivered.
11. Issuer may decide to discontinue use of the system of book-entry-only transfers through
DTC (or a successor securities depository). In that event, Security certificates will be printed and
delivered to DTC.
12. The information in this section concerning DTC and DTCs book-entry system has
been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for
the accuracy thereof.
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DTCC & CEDE Sample-Language

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The Depository Trust Company

A subsidiary of The Depository Trust & Clearing Corporation

Sample Offering Document Language

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