Obligation AmeriExpress 4.05% ( US025816BF52 ) en USD

AmeriExpress

85.9548 % ▼

Etas-Unis

US025816BF52 ( en USD )

4.05% par an ( paiement semestriel )

02/12/2042

Prospectus brochure de l'obligation American Express US025816BF52 en USD 4.05%, échéance 02/12/2042

2 000 USD

1 049 800 000 USD

025816BF5

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

03/06/2026 ( Dans 173 jours )

American Express est une société de services financiers multinationale offrant des cartes de crédit, des services de paiement, des prêts et d'autres produits financiers à des particuliers et des entreprises à travers le monde.

L'Obligation émise par AmeriExpress ( Etas-Unis ) , en USD, avec le code ISIN US025816BF52, paye un coupon de 4.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/12/2042

L'Obligation émise par AmeriExpress ( Etas-Unis ) , en USD, avec le code ISIN US025816BF52, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par AmeriExpress ( Etas-Unis ) , en USD, avec le code ISIN US025816BF52, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-185969
PROSPECTUS
American Express Company
Offer to Exchange
$1,274,725,000 aggregate principal amount of 2.650% Senior Notes due December 2, 2022
(CUSIP Nos. 025816 BC2 and U02581 AG8)
for
$1,274,725,000 aggregate principal amount of 2.650% Senior Notes due December 2, 2022
(CUSIP No. 025816 BD0)
that have been registered under the Securities Act of 1933, as amended (the "Securities Act")
and
Offer to Exchange
$1,052,459,000 aggregate principal amount of 4.050% Senior Notes due December 3, 2042
(CUSIP Nos. 025816 BE8 and U02581 AH6)
for
$1,052,459,000 aggregate principal amount of 4.050% Senior Notes due December 3, 2042
(CUSIP No. 025816 BF5)
that have been registered under the Securities Act
The exchange offers will expire at 5:00 p.m.,
New York City time, on February 26, 2013, unless extended with respect to either or both series.
We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which
together constitute the "exchange offers"), to exchange (i) up to $1,274,725,000 aggregate principal amount of our outstanding 2.650% Senior
Notes due December 2, 2022 (CUSIP Nos. 025816 BC2 and U02581 AG8) (the "original 2022 notes") for a like principal amount of our 2.650%
Senior Notes due December 2, 2022 that have been registered under the Securities Act (CUSIP No. 025816 BD0) (the "exchange 2022 notes") and
(ii) up to $1,052,459,000 aggregate principal amount of our outstanding 4.050% Senior Notes due December 3, 2042 (CUSIP Nos. 025816 BE8
and U02581 AH6) (the "original 2042 notes" and, together with the original 2022 notes, the "original notes") for a like principal amount of our
4.050% Senior Notes due December 3, 2042 that have been registered under the Securities Act (CUSIP No. 025816 BF5) (the "exchange 2042
notes" and, together with the exchange 2022 notes, the "exchange notes"). When we use the term "notes" in this prospectus, the term includes the
original notes and the exchange notes unless otherwise indicated or the context otherwise requires. The original 2022 notes and exchange 2022
notes are together referred to as the "2022 notes," and the original 2042 notes and exchange 2042 notes are together referred to as the "2042 notes."
The terms of the exchange offers are summarized below and are more fully described in this prospectus.
The terms of each series of exchange notes are identical to the terms of the corresponding series of original notes, except that the transfer
restrictions, registration rights and additional interest provisions applicable to the original notes do not apply to the exchange notes.
We will accept for exchange any and all original notes of each series validly tendered and not validly withdrawn prior to 5:00 p.m., New York
City time, on February 26, 2013, unless extended (the "expiration date").
You may withdraw tenders of original notes of each series at any time prior to the expiration of the relevant exchange offer.
We will not receive any proceeds from the exchange offers. The original notes surrendered in exchange for the exchange notes will be retired
and cancelled and will not be reissued. Accordingly, issuance of the exchange notes will not result in any increase in our outstanding indebtedness.
The exchange of original notes of each series for the corresponding series of exchange notes should not be a taxable event for U.S. federal
income tax purposes.
No public market currently exists for either series of original notes. We do not intend to list either series of exchange notes on any securities
exchange and, therefore, no active public market is anticipated.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in
exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading
activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus available to any broker-dealer for
use in connection with any such resale. See "Plan of Distribution."
See "Risk Factors" beginning on page 9 to read about important factors you should consider before tendering your original notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is January 28, 2013

TABLE OF CONTENTS

Page

Forward-Looking Statements
ii

Incorporation of Certain Documents by Reference
v

Where You Can Find More Information
v

Summary
1

Risk Factors
9

The Exchange Offers
11

Use of Proceeds
19

Ratio of Earnings to Fixed Charges
19

Description of Notes
20

Material U.S. Federal Income Tax Consequences
30

Plan of Distribution
32

Validity of the Exchange Notes
33

Experts
33

We are responsible only for the information contained in or incorporated by reference into this prospectus. We have not authorized
anyone to provide you with information that is different, and we take no responsibility for any other information or representations that
others may give you. This prospectus is an offer to sell only the securities it describes, but only under circumstances and in jurisdictions
where it is lawful to do so. The information incorporated by reference into or contained in this prospectus may only be accurate on the
date of the relevant incorporated document or of this prospectus, as the case may be.
This prospectus contains summaries of the material terms of certain documents and refers you to certain documents that we have
filed with the Securities and Exchange Commission (the "SEC"). See "Incorporation of Certain Documents by Reference." Copies of
these documents, except for certain exhibits and schedules, will be made available to you without charge upon written or oral request
to:
American Express Company
200 Vesey Street
New York, New York 10285
Attention: Secretary
(212) 640-2000
In order to obtain timely delivery of such materials, you must request information from us no later than five business days
prior to the expiration of the relevant exchange offer.
No information in this prospectus constitutes legal, business or tax advice, and you should not consider it as such. You should
consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding the exchange offers.
i

FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated by reference herein, contains or will contain forward-looking statements,
which are subject to risks and uncertainties. The forward-looking statements, which address the Company's expected business and
financial performance, among other matters, contain words such as "believe," "expect," "estimate," "anticipate," "optimistic," "intend,"
"plan," "aim," "will," "may," "should," "could," "would," "likely," and similar expressions. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no
obligation to update or revise any forward-looking statements.
Factors that could cause actual results to differ materially from these forward-looking statements, include, but are not limited to,
the following:
· whether or not the Company will ultimately consummate the exchange offers, which will depend in part on the satisfaction of
the conditions set forth in this prospectus;

· uncertainty relating to the actual growth of operating expenses, which will depend in part on the Company's ability to balance
the control and management of expenses and the maintenance of competitive service levels to its businesses and customers,
unanticipated increases in significant categories of operating expenses, such as consulting or professional fees, compliance or
regulatory costs and technology costs, higher than expected employee levels due to lower than expected attrition rates or
employee needs not currently anticipated, the Company's decision to increase or decrease discretionary operating expenses
depending on overall business performance, the impact of changes in foreign currency exchange rates on costs and results, and
the level of acquisition activity and related expenses;

· uncertainty in the growth of operating expenses relative to the growth of revenues and the possibility that the ratio of total
expenses to revenues will not migrate back towards historical levels over time, which will depend on (i) factors affecting revenue,
such as, among other things, the growth of consumer and business spending on American Express cards, higher travel
commissions and fees, the growth of and/or higher yields on the loan portfolio and the development of new revenue
opportunities and (ii) the success of the Company in containing operating expenses, which will be impacted by, among other
things, the factors identified in the preceding bullet, and in containing other expenses including the Company's ability to control
and manage marketing and promotion expenses as described below as well as expenses related to increased redemptions or other
growth in rewards and cardmember services expenses. Further, in any period, the ability to grow revenue faster than operating
expenses and the ratio of total expenses to revenues may be impacted by rapid decreases in revenues that cannot be matched by
decreases in operating expenses;

· changes in global economic and business conditions, including consumer and business spending, the availability and cost of
credit, unemployment and political conditions, all of which may significantly affect spending on American Express cards,
delinquency rates, loan balances and other aspects of the Company's business and results of operations;

· changes in capital and credit market conditions, including sovereign creditworthiness, which may significantly affect the
Company's ability to meet its liquidity needs, access to capital and cost of capital, including changes in interest rates; changes in
market conditions affecting the valuation of the Company's assets; or any reduction in the Company's credit ratings or those of
its subsidiaries, which could materially increase the cost and other terms of the Company's funding, restrict its access to the
capital markets or result in contingent payments under contracts;

· litigation, such as class actions or proceedings brought by governmental and regulatory agencies (including the lawsuit filed
against the Company by the U.S. Department of Justice and certain state attorneys general), that could result in (i) the
imposition of behavioral remedies against the Company or the Company voluntarily making certain changes to its business
practices, the effects of which in either case could have a material adverse impact on the Company's financial performance; (ii)
the imposition of substantial monetary damages and
ii

penalties, disgorgement and restitution; and/or (iii) damage to the Company's global reputation and brand;

· legal and regulatory developments wherever the Company does business, including legislative and regulatory reforms in the
United States, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act's stricter regulation of large,
interconnected financial institutions; changes in requirements relating to securitization and the establishment of the Consumer
Financial Protection Bureau, which could make fundamental changes to many of the Company's business practices or materially
affect its capital requirements, results of operations, or ability to pay dividends or repurchase its stock; actions and potential
future actions by the Federal Deposit Insurance Corporation and credit rating agencies applicable to securitization trusts, which
could impact the Company's asset-backed securitization program; or potential changes in the federal tax system that could
substantially alter, among other things, the taxation of the Company's international businesses, the allowance of deductions for
significant expenses, or the incidence of consumption taxes on the Company's transactions, products and services;

· the ability of the Company to generate its on-average and over-time growth targets for revenues net of interest expense, earnings
per share and return on average equity, which will depend on the factors such as the Company's success in implementing its
strategies and initiatives, meeting its targets for operating expenses and on factors outside management's control including
changes in the economic and business environment, the effectiveness of marketing and loyalty programs, and the willingness of
cardmembers to sustain spending;

· the Company's net interest yield on U.S. cardmember loans not remaining at historical levels, which will be influenced by,
among other things, the effects of the Credit Card Accountability Responsibility and Disclosure Act of 2009 (including the
regulations requiring the Company to periodically reevaluate annual percentage rate increases), interest rates, changes in
consumer behavior that affect loan balances, such as paydown rates, the credit quality of the Company's portfolio and the
Company's cardmember acquisition strategy, product mix, cost of funds, credit actions, including line size and other adjustments
to credit availability, and potential pricing changes;

· changes in the substantial and increasing worldwide competition in the payments industry, including competitive pressure that
may impact the prices the Company charges merchants that accept the Company's cards and the success of marketing,
promotion or rewards programs;

· changes in technology or in the Company's ability to protect its intellectual property (such as copyrights, trademarks, patents
and controls on access and distribution), and invest in and compete at the leading edge of technological developments across the
Company's businesses, including technology and intellectual property of third parties on whom the Company relies, all of which
could materially affect the Company's results of operations;

· data breaches and fraudulent activity, which could damage the Company's brand, increase the Company's costs or have
regulatory implications, and changes in regulation affecting privacy and data security under federal, state and foreign law, which
could result in higher compliance and technology costs to the Company or the Company's vendors;

· changes in the Company's ability to attract or retain qualified personnel in the management and operation of the Company's
business, including any changes that may result from increasing regulatory supervision of compensation practices;

· changes in the financial condition and creditworthiness of the Company's business partners, such as bankruptcies, restructurings
or consolidations, involving merchants that represent a significant portion of the Company's business, such as the airline
industry, or the Company's partners in Global Network Services or financial institutions that the Company relies on for routine
funding and liquidity, which could materially affect the Company's financial condition or results of operations;
iii

· the actual amount to be spent by the Company on investments in the business, including on marketing, promotion, rewards and
cardmember services and certain operating expenses, which will be based in part on management's assessment of competitive
opportunities and the Company's performance and the ability to control and manage operating, infrastructure, advertising,
promotion and rewards expenses as business expands or changes, including the changing behavior of cardmembers;

· the effectiveness of the Company's risk management policies and procedures, including credit risk relating to consumer debt,
liquidity risk in meeting business requirements and operational risk;

· the Company's lending write-off rates not remaining below the average historical levels of the last ten years, which will depend
in part on changes in the level of the Company's loan balances, delinquency rates of cardmembers, unemployment rates, the
volume of bankruptcies and recoveries of previously written-off loans;

· the ability of the Company to maintain and expand its presence in the digital payments space, including as an online payments
provider, which will depend on the Company's success in evolving its business models and processes for the digital
environment, building partnerships and executing programs with companies, and utilizing digital capabilities that can be
leveraged for future growth;

· changes affecting the Company's ability to accept or maintain deposits due to market demand or regulatory constraints, such as
changes in interest rates and regulatory restrictions on the Company's ability to obtain deposit funding or offer competitive
interest rates, which could affect the Company's liquidity position and the Company's ability to fund the Company's business;

· changes affecting the Company's ability or desire to repurchase up to $1 billion of its common shares in the first quarter of 2013,
such as acquisitions, results of operations and capital needs, among other factors, which will significantly impact the potential
decrease in the Company's capital ratios;

· the failure of the U.S. Congress to renew legislation regarding the active financing exception to Subpart F of the Internal
Revenue Code, which could increase the Company's effective tax rate and have an adverse impact on net income; and

· factors beyond the Company's control such as fire, power loss, disruptions in telecommunications, severe weather conditions,
natural disasters, terrorism, "hackers" or fraud, which could affect travel-related spending or disrupt the Company's global
network systems and ability to process transactions.
The foregoing review of important factors should not be construed as exclusive and should be read in conjunction with the other
cautionary statements and risk factors that are included in or incorporated by reference into this prospectus, including in the Company's
Annual Report on Form 10-K for the year ended December 31, 2011, its Quarterly Reports on Form 10-Q for the quarters ended March
31, 2012, June 30, 2012 and September 30, 2012, and the Company's other filings with the SEC.
iv

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information that we incorporate by reference is considered to be part of
this prospectus.
Any reports filed by us with the SEC after the date of this prospectus and prior to the termination of the effectiveness of this
prospectus will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by
reference into this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if
any of the statements in this prospectus or in any documents previously incorporated by reference have been modified or superseded.
We incorporate by reference into this prospectus the following documents filed with the SEC (other than, in each case, documents or
information deemed furnished and not filed in accordance with the SEC rules, including pursuant to Item 2.02 or Item 7.01 of Form 8-
K, and no such information shall be deemed specifically incorporated by reference hereby or in any accompanying prospectus
supplement):
· Annual Report on Form 10-K for the year ended December 31, 2011.

· Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

· Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.

· Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

· Current Reports on Form 8-K filed on January 27, 2012, February 13, 2012, March 26, 2012, May 3, 2012, July 20, 2012,
November 13, 2012, November 27, 2012, November 28, 2012, December 12, 2012 and January 10, 2013.

· All documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or after the date of this prospectus and prior to the termination of the effectiveness of this prospectus.
You may request a copy of these filings at no cost, by writing or telephoning us at the following address or number:
American Express Company
200 Vesey Street
New York, New York 10285
Attention: Secretary
Telephone: (212) 640-2000
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with the SEC. Our SEC filings are available to the public from
the SEC's website at http://www.sec.gov. You may also read and copy any document we file, including the registration statement of
which this prospectus forms a part, at the SEC's public reference facilities at 100 F Street N.E., Room 1580, Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information about the operation of the public reference room.
In order to obtain timely delivery of such materials, you must request information from us no later than five business days
prior to the expiration of the relevant exchange offer.
v

SUMMARY
The following summary highlights selected information included in or incorporated by reference into this prospectus. It does not
contain all of the information that you should consider before making an investment decision. You should carefully read this prospectus
in its entirety, including the documents incorporated by reference herein, especially the risks of investing in our notes discussed under
the heading "Risk Factors" herein and in our Annual Report on Form 10-K for the year ended December 31, 2011 and our Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and September 30, 2012, as well as the consolidated
financial statements and related notes and other information incorporated by reference into this prospectus. As used in this prospectus,
references to "we," "us," "our," "American Express," or "the Company" refer to American Express Company and its consolidated
subsidiaries, unless we state or the context implies otherwise. "Parent Company" refers solely to American Express Company.
The Company
American Express is a global service company that provides customers with access to products, insights and experiences that
enrich lives and build business success. Our principal products and services are charge and credit payment card products and travel-
related services offered to consumers and businesses around the world.
We were founded in 1850 as a joint stock association. We were incorporated in 1965 as a New York corporation. We and our
principal operating subsidiary, American Express Travel Related Services Company, Inc. ("TRS"), are bank holding companies under
the Bank Holding Company Act of 1956, subject to the supervision and examination by the Board of Governors of the Federal Reserve
System (the "Federal Reserve").
Our range of products and services includes charge and credit card products; expense management products and services;
consumer and business travel services; stored-value products such as American Express Travelers Cheques and other prepaid products;
network services; merchant acquisition and processing, servicing and settlement, and point-of-sale, marketing and information products
and services for merchants; and fee services, including market and trend analyses and related consulting services, fraud prevention
services, and the design of customized customer loyalty and rewards programs. We have also recently focused on generating alternative
sources of revenue on a global basis in areas such as online and mobile payments and fee-based services.
Our products and services are sold globally to diverse customer groups, including consumers, small businesses, mid-sized
companies and large corporations. These products and services are sold through various channels, including direct mail, online
applications, in-house and third-party sales forces and direct response advertising.
Our general-purpose card network, card-issuing and merchant-acquiring and processing businesses are global in scope. We are a
world leader in providing charge and credit cards to consumers, small businesses and corporations. These cards include cards issued by
American Express as well as cards issued by third-party banks and other institutions that are accepted by merchants on the American
Express network (collectively, "Cards"). American Express Cards permit cardmembers to charge purchases of goods and services in
most countries around the world at the millions of merchants that accept Cards bearing our logo. At September 30, 2012, we had total
worldwide Cards-in-force of 101.4 million (including Cards issued by third parties). For the nine months ended September 30, 2012,
our worldwide billed business (spending on American Express® Cards, including Cards issued by third parties) was $652.9 billion.
Our executive offices are located at 200 Vesey Street, New York, New York 10285 (telephone number: 212-640-2000).
1

Summary of the Exchange Offers
On December 3, 2012 and December 13, 2012, in connection with private exchange offers, we issued $1,274,725,000 aggregate
principal amount of 2.650% Senior Notes due December 2, 2022 and $1,052,459,000 aggregate principal amount of 4.050% Senior
Notes due December 3, 2042. As part of those issuances, we entered into registration rights agreements, dated as of December 3, 2012,
with respect to each series of original notes with the dealer managers of the private exchange offers, in which we agreed, among other
things, to deliver this prospectus to you and to use our reasonable best efforts to complete an exchange offer for each series of original
notes. Below is a summary of the exchange offers.

Securities offered
$1,274,725,000 aggregate principal amount of 2.650% Senior Notes due
December 2, 2022 that have been registered under the Securities Act and
$1,052,459,000 aggregate principal amount of 4.050% Senior Notes due
December 3, 2042 that have been registered under the Securities Act. The
form and terms of each series of exchange notes are identical to the
corresponding series of original notes except that the transfer restrictions,
registration rights and additional interest provisions applicable to the original
notes do not apply to the exchange notes.
Exchange offers
We are offering to exchange up to $1,274,725,000 aggregate principal amount
of the outstanding original 2022 notes and up to $1,052,459,000 aggregate
principal amount of the outstanding original 2042 notes for like principal
amounts of the exchange 2022 notes and exchange 2042 notes, respectively.
You may tender original notes only in denominations of $2,000 and any
integral multiple of $1,000 in excess thereof. We will issue each series of
exchange notes promptly after the expiration of the applicable exchange offer.
In order to be exchanged, an original note must be validly tendered, not
validly withdrawn and accepted. Subject to the satisfaction or waiver of the
conditions of the exchange offers, all original notes that are validly tendered
and not validly withdrawn will be exchanged. As of the date of this
prospectus, $1,274,725,000 aggregate principal amount of original 2022 notes
is outstanding and $1,052,459,000 aggregate principal amount of original
2042 notes is outstanding. The original 2022 notes and the original 2042
notes were issued under the senior indenture, dated as of December 3, 2012,
between American Express Company and The Bank of New York Mellon, as
trustee (the "Trustee") (the "Indenture"). If all outstanding original notes are
tendered for exchange, there will be $1,274,725,000 aggregate principal
amount of 2.650% Senior Notes due December 2, 2022 (that have been
registered under the Securities Act) and $1,052,459,000 aggregate principal
amount of 4.050% Senior Notes due December 3, 2042 (that have been
registered under the Securities Act) outstanding after these exchange offers.
2

Expiration date; Tenders
The exchange offers will expire at 5:00 p.m., New York City time, on
February 26, 2013, which is the thirtieth day of the offering period, unless we
extend the period of time during which either or both of the exchange offers is
open. In the event of any material change in either of the offers, we will
extend the period of time during which the relevant exchange offer is open if
necessary so that at least five business days remain in the relevant exchange
offer period following notice of the material change. By signing or agreeing to
be bound by the letter of transmittal, you will represent, among other things,
that:
· you are not an affiliate of ours;
· you are acquiring the exchange notes in the ordinary course of your
business;
· you are not participating, do not intend to participate, and have no
arrangement or understanding with anyone to participate, in the
distribution (within the meaning of the Securities Act) of the exchange
notes; and
· if you are a broker-dealer that will receive exchange notes for its own
account in exchange for original notes that were acquired as a result of
market- making activities or other trading activities, you will deliver a
prospectus (or to the extent permitted by law, make available a
prospectus to purchasers) in connection with any resale of such
exchange notes. For further information regarding resales of the
exchange notes by broker-dealers, see the discussion under the caption
"Plan of Distribution."
Accrued interest on the exchange notes and original
notes
Each series of exchange notes will bear interest from December 3, 2012. If
your original notes are accepted for exchange, you will receive interest on the
corresponding exchange notes and not on such original notes, provided that
you will receive interest on the original notes and not the exchange notes if
and to the extent the record date for such interest payment occurs prior to
completion of the relevant exchange offer. Any original notes not tendered
will remain outstanding and continue to accrue interest according to their
terms.
Conditions to the exchange offers
The exchange offers are subject to customary conditions. If we materially
change the terms of either or both of the exchange offers, we will resolicit
tenders of the applicable series of original notes and extend the applicable
exchange offer period if necessary so that at least five business days remain in
the relevant exchange offer period following notice of any such material
change. See "The Exchange Offers--Conditions to the Exchange Offers" for
more information regarding conditions to the exchange offers.
Procedures for tendering original

notes
A tendering holder must, at or prior to the expiration date:

3