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\,r.: SCHEDULE A SAMPLE OFFERING DOCUMENT LANGUAGE DESCRIBING BOOK-ENTRY ONLY ISSUANCE (Prepared by DTC,-bracketed materiai may 1~e applicable only to cert~in issues) I. The Depository Tnist 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. (DTC's partnership nominee). One fully-registered Security certificate will be issued for [each issue ofJ the Securities, [each] in the ~aarebate principai amoum of such issue, and will be deposited with DTC. (If, however, the aggregate principal amount of [any) issue exceeds $200 million, one certificate will be issued with respect to each $200 million of principal amount and an additional certific~te will be issued with respect to any remaining principal amount of such issue. J 2. DTC is a limitecl-purpose tiust oompany oiganized, under the New York Banldng Law, a"banldng organization" within the meaning of the New York Banldng Law, a member of the Federal Reserve System, a"clearing corporation" within the meaning of the New York Umform Commercial Code, and a "clearing agency" registered pursuant t~o the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its par(ic~nts ("pazticipants") deposit with DTC. DTC aLso facilitates the settlement among Participanis of securities transactions, such as transfeYS and pledges, in deposited seeurities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Pazticipants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Assoctiation of Securities Dealers, Inc. Aocess to the DTC system is a]so available to others such as securities brokers and dealers, bankr, and ~ust companies that cleaz through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Paiticipants"). The Rules applicable to DTC and its Participants are on file with the Securities and E~hange Commission. 3. Purchases of Securities under the DTC system must be made by or through Direct Patticipants, which wi1l receive a c,redit for the Securities on DTC's reoords. The awnership interest of each actual purr.haser of each Sec~uity ("Beneficial Owner ) is in tum to be recorded on the I)irect and Ind'u+~ct Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners aze ~ed fio receive written oonfirmations praviding details of the ~-ansaction, as well as periodic st.~tements of their holdings, from the Direct or Indirect Pa:ticipant through which the Benefiaal Owner entered into the tiansaclion. Transfers of owne~ interests in the Securiti~es aze to be aocomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners wiIl not naoeive oertificates representing their awnership interests in Securities> except in the event tha# use of the book-entiy system for the Securities is discontinued. 4. To facilitate subsequent transfers, all Securities deposited by pa:tidpants with DTC are registered in the name of DTCs pam~ership nominee, Cede & Co. The deposit of Securities with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no lmowledge of the actual Beneficial Owners of the Secuiities; DTC's records reflect only the id~en~ty of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Benefiaal Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.