144A Rider

The Depository Trust Company
A subsidiary of The Depository Trust & Clearing Corporation
Representations for Rule 144A Securities

to be included in DTC Letter of Representations
_____________________________________________________________________________________________________________
Name of Issuer and Co-Issuer(s), if applicable
_____________________________________________________________________________________________________________
Security Description including series designation, if applicable
_____________________________________________________________________________________________________________
CUSIP number(s) of the securities
1. Issuer represents that at the time of initial registration in the name of DTC’s nominee, Cede & Co.,
the Securities were Legally or Contractually Restricted Securities,1 eligible for transfer under Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”), and identified by a CUSIP or CINS identification
number that was different from any CUSIP or CINS identification number assigned to any securities of the same
class that were not Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP or CINS
identification number is obtained for all unrestricted securities of the same class that is different from any
CUSIP or CINS identification number assigned to a Legally or Contractually Restricted Security of such class,
and shall notify DTC promptly in the event that it is unable to do so. Issuer represents that it has agreed to
comply with all applicable information requirements of Rule 144A.
2. Issuer and Agent2 acknowledge that, so long as Cede & Co. is a record owner of the Securities, Cede
& Co. shall be entitled to all applicable voting rights and receive the full amount of all distributions payable with
respect thereto. Issuer and Agent acknowledge that DTC shall treat any DTC Participant (“Participant”) having
Securities credited to its DTC accounts as entitled to the full benefits of ownership of such Securities. Without
limiting the generality of the preceding sentence, Issuer and Agent acknowledge that DTC shall treat any
Participant having Securities credited to its DTC accounts as entitled to receive distributions (and voting rights,
if any) in respect of the Securities, and to receive from DTC certificates evidencing Securities. Issuer and Agent
recognize that DTC does not in any way undertake to, and shall not have any responsibility to, monitor or
ascertain the compliance of any transactions in the Securities with any of the provisions: (a) of Rule 144A; (b)
of other exemptions from registration under the Securities Act or any other state or federal securities laws; or (c)
of the offering documents.
Very truly yours,
________________________________________________
Issuer
By:_____________________________________________
Authorized Officer’s Signature
________________________________________________
Print Name & Date
1
A “Legally Restricted Security” is a security that is a restricted security, as defined in Rule 144(a)(3). A “Contractually Restricted Security” is
a security that upon issuance and continually thereafter can only be sold pursuant to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a
transaction exempt from the registration requirements of the Securities Act pursuant to Section 4 of the Securities Act and not involving any public
offering; provided, however, that once the security is sold pursuant to the provisions of Rule 144, including Rule 144(b)(1), it will thereby cease to be a
“Contractually Restricted Security.” For purposes of this definition, in order for a depositary receipt to be considered a “Legally or Contractually
Restricted Security,” the underlying security must also be a “Legally or Contractually Restricted Security.”
2
“Agent” shall be defined as Depositary, Trustee, Trust Company, Transfer Agent or Paying Agent as such definition applies in the DTC
Letter of Representations to which this rider may be appended.
144A Rider 06-2013

The Depository Trust Company
A subsidiary of The Depository Trust & Clearing Corporation
Representations for Rule 144A Securities

to be included in DTC Letter of Representations
(Additional Signature Page for use with Co-Issuers)
_____________________________________________________________________________________
Name of Issuer and Co-Issuer(s)
In signing this Representations for Rule 144A Securities rider dated as of ______________________.
Co-Issuer agrees to and shall be bound by all “Issuer” representations.
________________________________________________
Co-Issuer, if applicable
By:_____________________________________________
Authorized Officer’s Signature
________________________________________________
Print Name
________________________________________________
Date
144A Rider 06-2013

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The Depository Trust Company

A subsidiary of The Depository Trust & Clearing Corporation

Representations for Rule 144A Securities

144A Rider 06-2013

Representations for Rule 144A Securities

Co-Issuer agrees to and shall be bound by all “Issuer” representations.

144A Rider 06-2013

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