Obbligazione Howmet Aerospatial 5.55% ( US013817AL50 ) in USD

Howmet Aerospatial

100 USD ⇌

Stati Uniti

US013817AL50 ( in USD )

5.55% per anno ( pagato 2 volte l'anno)

01/02/2017 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Howmet Aerospace US013817AL50 in USD 5.55%, scaduta

1 000 USD

750 000 000 USD

013817AL5

BBB- ( Lower medium grade - Investment-grade )

Ba2 ( Non-investment grade speculative )

Howmet Aerospace è una società leader a livello globale nella produzione di componenti e sistemi aerospaziali e industriali, specializzata in leghe leggere e tecnologie di fabbricazione avanzate.

The Obbligazione issued by Howmet Aerospatial ( United States ) , in USD, with the ISIN code US013817AL50, pays a coupon of 5.55% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/02/2017

The Obbligazione issued by Howmet Aerospatial ( United States ) , in USD, with the ISIN code US013817AL50, was rated Ba2 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Obbligazione issued by Howmet Aerospatial ( United States ) , in USD, with the ISIN code US013817AL50, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
Page 1 of 68
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-74874
333-74874-01
Prospectus Supplement

(To Prospectus dated December 14, 2001)

Alcoa Inc.

$750,000,000 5.55% Notes due 2017

$625,000,000 5.90% Notes due 2027

$625,000,000 5.95% Notes due 2037

The 2017 notes will mature on February 1, 2017, the 2027 notes will mature on February 1, 2027, and the 2037 notes will mature on
February 1, 2037. We refer collectively to the 2017 notes, the 2027 notes and the 2037 notes as the "notes." Interest on the notes will accrue
from January 25, 2007. Interest on the notes is payable February 1 and August 1 of each year, commencing August 1, 2007.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Price to
Underwriting
Proceeds to
Public(1)
Discounts
Alcoa

Per 2017 note

99.748%
0.450%
99.298%
Total

$748,110,000
$3,375,000
$744,735,000
Per 2027 note

99.685%
0.875%
98.810%
Total

$623,031,250
$5,468,750
$617,562,500
Per 2037 note

99.624%
0.875%
98.749%
Total

$622,650,000
$5,468,750
$617,181,250
(1)
Plus accrued interest, if any, from January 25, 2007.

The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.

The notes will be ready for delivery in book-entry form only through The Depository Trust Company and its participants including
Clearstream and the Euroclear system, on or about January 25, 2007.

Joint Book-Running Managers

Citigroup
Credit Suisse
Deutsche Bank Securities

JPMorgan

Senior Co-Managers

Barclays Capital
Morgan Stanley

Co-Managers

ANZ Securities, Inc.

Banc of America Securities LLC
BNP PARIBAS
HSBC
Lehman Brothers

Mellon Financial Markets, LLC
Mitsubishi UFJ Securities
http://www.sec.gov/Archives/edgar/data/4281/000119312507010998/d424b5.htm
1/25/2007

Final Prospectus Supplement
Page 2 of 68

Managers

Banca Imi

BBVA Securities
NAB Capital
RBC Capital Markets

January 22, 2007

http://www.sec.gov/Archives/edgar/data/4281/000119312507010998/d424b5.htm
1/25/2007

Final Prospectus Supplement
Page 3 of 68
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement
Page

Where You Can Find More Information

S-1
Forward-Looking Statements

S-2
Alcoa Inc.

S-3
Ratios of Earnings to Fixed Charges

S-4
Use of Proceeds

S-4
Description of the Notes

S-5
United States Federal Tax Considerations

S-14
Underwriting

S-18
Legal Matters

S-20
Experts

S-20
Prospectus
Page

About this Prospectus

3
Where You Can Find More Information

3
Incorporation by Reference

4
Alcoa Inc.

5
Alcoa Trust I

6
Ratios of Earnings to Fixed Charges

7
Use of Proceeds

7
Description of Senior Debt Securities

8
Description of Subordinated Debt Securities

22
Description of Preferred Stock

29
Description of Common Stock

33
Description of Warrants

35
Description of Stock Purchase Contracts and Stock Purchase Units

37
Description of Trust Preferred Securities and Trust Guarantee

38
Plan of Distribution

42
Legal Matters

43
Independent Accountants

43

You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not authorized anyone to provide you with different information. We are not making an offer to
sell the notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this
prospectus supplement, the accompanying prospectus or the documents incorporated by reference is accurate as of any date other than
their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

Offers and sales of the notes are subject to restrictions which are discussed in "Underwriting" below. The distribution of this prospectus
supplement and the accompanying prospectus and the offering of the notes in certain other jurisdictions may also be restricted by law.

In this prospectus supplement and the accompanying prospectus, references to "Alcoa," "the company," "we," "us" and "our" are to
Alcoa Inc. and its consolidated subsidiaries, and references to "dollars" and "$" are to United States dollars, unless otherwise noted.

http://www.sec.gov/Archives/edgar/data/4281/000119312507010998/d424b5.htm
1/25/2007

Final Prospectus Supplement
Page 4 of 68
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the
"SEC"). Our SEC filings are available to the public from the SEC's web site at http://www.sec.gov. You may also read and copy any document
we file with the SEC at the SEC's public reference room in Washington, D.C. located at 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our common stock is listed and traded on the New York
Stock Exchange (the "NYSE"). You may also inspect the information we file with the SEC at the NYSE's offices at 20 Broad Street, New
York, New York 10005. Information about us is also available at our Internet site at http://www.alcoa.com. However, the information on our
Internet site is not a part of this prospectus supplement or the accompanying prospectus.

The SEC allows us to "incorporate by reference" in this prospectus supplement and the accompanying prospectus the information in the
documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus, and
information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed
earlier with the SEC or contained in this prospectus supplement and the accompanying prospectus. We incorporate by reference in this
prospectus supplement and the accompanying prospectus the documents listed below and any future filings that we may make with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, until we sell all of the securities that may be
offered by this prospectus supplement:

· Annual Report on Form 10-K for the year ended December 31, 2005;

· Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006; and

· Current Reports on Form 8-K filed January 19, 2006, April 28, 2006, May 12, 2006, September 20, 2006, November 15,

2006, November 16, 2006, and November 22, 2006, and each of the two Current Reports on Form 8-K filed on January 19, 2007.

We are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with
SEC rules.

You may obtain a copy of any or all of the documents referred to above which have been or will be incorporated by reference into this
prospectus supplement and the accompanying prospectus (excluding certain exhibits to the documents) at no cost to you by writing or
telephoning us at the following address:

Alcoa Inc.
390 Park Avenue
New York, New York 10022-4608
Attention: Investor Relations
Telephone: (212) 836-2674

S-1
http://www.sec.gov/Archives/edgar/data/4281/000119312507010998/d424b5.htm
1/25/2007

Final Prospectus Supplement
Page 5 of 68
Table of Contents
FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus contain or incorporate by reference "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements can be
identified by the use of predictive, future-tense or forward-looking terminology, such as "anticipates," "believes," "estimates," "expects,"
"forecasts," "intends," "may," "projects," "should," "will" or other similar words. All statements that reflect Alcoa's expectations, assumptions
or projections about the future other than statements of historical fact are forward-looking statements, including, without limitation, forecasts
concerning aluminum industry growth or other trend projections, anticipated financial results or operating performance, and statements
regarding Alcoa's strategies, objectives, goals, targets, outlook, and business and financial prospects. Forward-looking statements are subject to
risks, contingencies and uncertainties and are not guarantees of future performance. Actual results, performance or outcomes may differ
materially from those expressed in or implied by those forward-looking statements. Alcoa disclaims any intention or obligation (other than as
required by law) to update or revise any forward-looking statements.

The following are some of the important factors that could cause Alcoa's actual results to differ materially from those projected in any
forward-looking statements:

· Changes in economic conditions generally, especially an economic downturn in the key markets served by Alcoa;

· Changes in the global supply and demand conditions for aluminum, alumina and aluminum products;

· Fluctuations in commodity prices, especially the price of aluminum on the London Metal Exchange;

· Availability of power for Alcoa's operations and changes in energy prices, especially electricity and natural gas;

· Changes in raw materials costs and availability;

· Political, economic and regulatory risks in the countries in which Alcoa operates or sells products, including fluctuations in foreign

currency exchange rates and interest rates;

· Changes in laws and regulations, particularly those affecting environmental, health or safety compliance;

· Outcomes of significant legal proceedings or investigations;

· Factors affecting Alcoa's operations such as equipment outages, labor disputes, supply disruptions or other unexpected events;

· Changes in relationships with, or in the financial or business condition of, customers and suppliers; and

· Changes in competitive conditions, including actions by competitors and developments in technology and products.

The above list of factors is not exhaustive or necessarily in order of importance. Additional information concerning factors that could
cause actual results to differ materially from those in forward-looking statements include those discussed in Part I, Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2005, and in our other periodic reports referred to in "Where You Can Find More
Information" above.

S-2
http://www.sec.gov/Archives/edgar/data/4281/000119312507010998/d424b5.htm
1/25/2007

Final Prospectus Supplement
Page 6 of 68
Table of Contents
ALCOA INC.

Formed in 1888, Alcoa is a Pennsylvania corporation with its principal office at 390 Park Avenue, New York, New York 10022-4608
(telephone number (212) 836-2600).

Alcoa is the world's leading producer of primary aluminum, fabricated aluminum and alumina, and is active in all major aspects of the
industry: technology, mining, refining, smelting, fabricating and recycling. Aluminum is a commodity that is traded on the London Metal
Exchange and priced daily based on market supply and demand. Aluminum and alumina represent approximately three-fourths of the
company's revenues, and the price of aluminum influences the operating results of the company. Nonaluminum products include precision
castings, industrial fasteners, consumer products, food service and flexible packaging products, plastic closures and electrical distribution
systems for cars and trucks.

Alcoa is a global company operating in over 40 countries. Alcoa's products are used worldwide in aircraft, automobiles, commercial
transportation, packaging, consumer products, building and construction, and industrial applications. Alcoa's consumer brands include, among
others, Reynolds Wrap® foils and plastic wraps, Alcoa® wheels, and Baco® household wraps.

Recent Developments

On January 19, 2007, we announced that our board of directors has authorized:

· the repurchase of up to 10% of our outstanding common stock, or approximately 87 million shares;

· a more than 13% increase in the dividend on our common stock from $0.60 per share to $0.68 per share annually; and

· steps to manage our debt maturity schedule and modify and strengthen our capital structure, including extending maturities.

Following the announcement:

· Moody's Investors Service Inc. ("Moody's") affirmed our A2 senior unsecured long-term debt rating. In December 2006, Moody's

had affirmed our Prime-1 short-term debt rating and revised the ratings outlook to negative from stable; and

· Standard & Poor's Ratings Services lowered our senior unsecured long-term debt rating from A- to BBB+, affirmed our A-2 short-

term debt rating, and revised the ratings outlook to stable.

Other rating agencies may take negative actions with respect to our ratings based on the facts that resulted in the actions described above.
A security rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal by the assigning rating
organization. Each rating should be evaluated independently of any other rating.

On January 9, 2007, we announced our financial results for the fourth quarter and year ended December 31, 2006. The following table
sets forth selected unaudited financial data for the indicated periods.

Quarter Ended
Year Ended
December 31,
December 31,
2006
2006

($ in millions)

(unaudited)
(unaudited)
Income Statement:

Sales

$
7,840
$
30,379
Income from continuing operations before taxes on income

355
3,432
Income from continuing operations

258
2,161
Net income

359
2,248
Restructuring and other charges

554
543
Balance Sheet:

Cash and cash equivalents

$
506
$
506
Total assets

37,174
37,174
Total debt

7,235
7,235
Total shareholders' equity

14,631
14,631

S-3
http://www.sec.gov/Archives/edgar/data/4281/000119312507010998/d424b5.htm
1/25/2007

Final Prospectus Supplement
Page 7 of 68
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of Alcoa's earnings to fixed charges for the periods indicated:

Nine Months Ended
September 30,
Year Ended December 31,

2006
2005
2004
2003
2002
2001

8.0x
5.4x
7.1x
5.2x
3.2x
4.5x

The ratios include all earnings from continuing operations and fixed charges of Alcoa and its majority-owned subsidiaries. Earnings have
been calculated by adding to net income the provision for taxes on income, amortization of capitalized interest, interest expense and an amount
representative of the interest factor in rentals, and the distributed income of less than 50% owned entities, and have been decreased by the
undistributed earnings of entities less than 50% owned, preferred stock dividend requirements of majority owned subsidiaries and the minority
interest share in the losses of majority owned subsidiaries without fixed charges of Alcoa. Fixed charges consist of total interest expense,
amortization of debt expense, an amount representative of the interest factor in rentals, capitalized interest and preferred stock dividend
requirements of majority owned subsidiaries.

USE OF PROCEEDS

The net proceeds from the sale of the notes are estimated to be approximately $1,978,658,750, after deducting underwriting discounts and
our estimated offering expenses. We intend to use the net proceeds from the sale of the notes to reduce the amount of our outstanding
commercial paper, to pay the purchase price of any or all of our outstanding 4.25% Notes due August 2007 that are validly tendered and
accepted and not validly withdrawn pursuant to our offer to purchase such 4.25% Notes due August 2007 for cash as announced on January 19,
2007, and for general corporate purposes, which may include capital expenditures and working capital requirements. As of December 31, 2006,
our commercial paper had a weighted average interest rate of approximately 5.34% and a weighted average maturity of approximately 19 days.
The 4.25% Notes due August 2007 are outstanding in an aggregate principal amount of $792,045,000, bear interest at a rate of 4.25% per
annum, and mature on August 15, 2007. Pending any specific application, we may initially invest the net proceeds from the sale of the notes in
short-term marketable securities. Following reduction of the outstanding commercial paper balance, we expect to incur additional indebtedness
from time to time under our commercial paper program or otherwise in the ordinary course of business.

S-4
http://www.sec.gov/Archives/edgar/data/4281/000119312507010998/d424b5.htm
1/25/2007

Final Prospectus Supplement
Page 8 of 68
Table of Contents
DESCRIPTION OF THE NOTES

The following description of the particular terms of the notes offered by this prospectus supplement supplements, and to the extent
inconsistent therewith replaces, the description of the general terms and provisions of the senior debt securities set forth under the caption
"Description of Senior Debt Securities" in the accompanying prospectus. Terms used in this prospectus supplement that are otherwise not
defined have the meanings given to them in the accompanying prospectus.

General

The 2017 notes will be issued in an initial aggregate principal amount of $750,000,000, will bear interest from January 25, 2007 at the
rate of interest stated on the cover page of this prospectus supplement, will mature, at par, on February 1, 2017, and will be offered and sold in
multiples of U.S. $1,000.

Interest on the 2017 notes will be payable semi-annually on February 1 and August 1, commencing August 1, 2007, to the persons in
whose names the notes are registered at the close of business on the January 15 or July 15, as the case may be, next preceding such interest
payment date.

The 2027 notes will be issued in an initial aggregate principal amount of $625,000,000, will bear interest from January 25, 2007 at the
rate of interest stated on the cover page of this prospectus supplement, will mature, at par, on February 1, 2027 and will be offered and sold in
multiples of U.S. $1,000.

Interest on the 2027 notes will be payable semi-annually on February 1 and August 1, commencing August 1, 2007, to the persons in
whose names the notes are registered at the close of business on the January 15 or July 15, as the case may be, next preceding such interest
payment date.

The 2037 notes will be issued in an initial aggregate principal amount of $625,000,000, will bear interest from January 25, 2007 at the
rate of interest stated on the cover page of this prospectus supplement, will mature, at par, on February 1, 2037 and will be offered and sold in
multiples of U.S. $1,000.

Interest on the 2037 notes will be payable semi-annually on February 1 and August 1, commencing August 1, 2007, to the persons in
whose names the notes are registered at the close of business on the January 15 or July 15, as the case may be, next preceding such interest
payment date.

Interest on the notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.

The notes will be issued under the indenture dated as of September 30, 1993, between Alcoa and The Bank of New York Trust Company,
N.A., as successor to J.P. Morgan Trust Company, National Association (formerly known as Chase Manhattan Trust Company, N.A.), as
supplemented by a first supplemental indenture to be entered into between Alcoa and the trustee (together, the "indenture"). The indenture is
filed as an exhibit to the Registration Statement of which the accompanying prospectus is a part. (See Exhibit (4)(a) to our Registration
Statement on Form S-3 (No. 333-74874) filed with the SEC on December 10, 2001). We will file the first supplemental indenture by means of
a Current Report on Form 8-K. You may also obtain a copy of the indenture from us without charge. References in this prospectus supplement
and the accompanying prospectus to the trustee for the senior debt securities mean The Bank of New York Trust Company, N.A.

The notes are not subject to the provisions of any optional or mandatory sinking fund. The notes are not convertible or exchangeable into
any other security of Alcoa. The indenture sets forth the conditions under which Alcoa may enter into a merger or consolidation, or convey,
transfer or lease all or substantially all of its assets or properties (see "Description of Senior Debt Securities--Consolidation, Merger and Sale
of Assets" in the accompanying prospectus). Except as described below under "--Change of Control Repurchase Event," the covenants
contained in the indenture and the notes will not afford holders protection in the event of a sudden decline in credit rating that may result from a
recapitalization, restructuring or other highly leveraged transaction.

As used in this prospectus supplement, "business day" means any day, other than a Saturday or Sunday, that is not a day on which
banking institutions are authorized or obligated by law or executive order to close in The City of New York.

S-5
http://www.sec.gov/Archives/edgar/data/4281/000119312507010998/d424b5.htm
1/25/2007

Final Prospectus Supplement
Page 9 of 68
Table of Contents
Optional Redemption

The notes will be redeemable, as a whole or in part, at our option, at any time or from time to time, on at least 30 days, but not more than
60 days, prior notice to holders of the notes given in accordance with "Notices" below, at a redemption price equal to the greater of:

· 100% of the principal amount of the notes to be redeemed, plus accrued interest, if any, to the redemption date; or

· the sum of the present values of the Remaining Scheduled Payments, as defined below, discounted, on a semiannual basis, assuming a
360-day year consisting of twelve 30-day months, at the Treasury Rate, as defined below, plus 12.5 basis points in the case of the 2017

notes, 15 basis points in the case of the 2027 notes, and 20 basis points in the case of the 2037 notes, plus, in each case, accrued
interest to the date of redemption which has not been paid.

"Treasury Rate" means, with respect to any redemption date for the notes:

· the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to

constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue;
provided that if no maturity is within three months before or after the maturity date for the notes, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated
or extrapolated from those yields on a straight line basis rounding to the nearest month; or

· if that release, or any successor release, is not published during the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for

the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that
redemption date.

The Treasury Rate will be calculated on the third business day preceding the redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.

"Comparable Treasury Price" means, with respect to any redemption date for the notes:

· the average of four Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such

Reference Treasury Dealer Quotations; or

· if the trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all quotations obtained by the trustee.

"Independent Investment Banker" means one of the Reference Treasury Dealers, to be appointed by Alcoa.

"Reference Treasury Dealer" means each of Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities
Inc., and J.P. Morgan Securities Inc., and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer, which we refer to as a "Primary Treasury Dealer," Alcoa will substitute therefor another nationally
recognized investment banking firm that is a Primary Treasury Dealer.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the trustee, of the bid and asked prices for the Comparable

S-6
http://www.sec.gov/Archives/edgar/data/4281/000119312507010998/d424b5.htm
1/25/2007

Final Prospectus Supplement
Page 10 of 68
Table of Contents
Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the trustee by such Reference Treasury
Dealer at 3:30 p.m., New York City time, on the third business day preceding such redemption date.

"Remaining Scheduled Payments" means, with respect to each note to be redeemed, the remaining scheduled payments of the principal
thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such
redemption date is not an interest payment date with respect to such note, the amount of the next succeeding scheduled interest payment
thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date.

On and after the redemption date, interest will cease to accrue on the notes or any portion thereof called for redemption, unless Alcoa
defaults in the payment of the redemption price and accrued interest. On or before the redemption date, Alcoa will deposit with a paying agent,
or the trustee, money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on such date. If less than all of
the notes are to be redeemed, the notes to be redeemed shall be selected by the trustee by such method as the trustee shall deem fair and
appropriate.

Change of Control Repurchase Event

If a change of control repurchase event occurs, unless we have exercised our right to redeem the notes as described above, we will be
required to make an offer to each holder of notes to repurchase all or any part (in integral multiples of $1,000) of that holder's notes at a
repurchase price in cash equal to 101% of the aggregate principal amount of notes repurchased plus any accrued and unpaid interest on the
notes repurchased to, but not including, the date of repurchase. Within 30 days following any change of control repurchase event or, at our
option, prior to any change of control, but after the public announcement of the change of control, we will mail a notice to each holder, with a
copy to the trustee, describing the transaction or transactions that constitute or may constitute the change of control repurchase event and
offering to repurchase notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days
from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the change of control, state that the offer to
purchase is conditioned on a change of control repurchase event occurring on or prior to the payment date specified in the notice. We will
comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable in connection with the repurchase of the notes as a result of a change of control repurchase event. To
the extent that the provisions of any securities laws or regulations conflict with the change of control repurchase event provisions of the notes,
we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the change
of control repurchase event provisions of the notes by virtue of such conflict.

On the repurchase date following a change of control repurchase event, we will, to the extent lawful:

(1)
accept for payment all notes or portions of notes properly tendered pursuant to our offer;

(2)
deposit with the paying agent an amount equal to the aggregate purchase price in respect of all notes or portions of notes

properly tendered; and

(3)
deliver or cause to be delivered to the trustee the notes properly accepted, together with an officers' certificate stating the

aggregate principal amount of notes being purchased by us.

The paying agent will promptly mail to each holder of notes properly tendered the purchase price for the notes, and the trustee will
promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any
unpurchased portion of any notes surrendered; provided that each new note will be in a principal amount of an integral multiple of $1,000.

S-7
http://www.sec.gov/Archives/edgar/data/4281/000119312507010998/d424b5.htm
1/25/2007