Obligation Freeport Moran 1.4% ( US35671DAV73 ) en USD

Freeport Moran

100 % ⇌

Etas-Unis

US35671DAV73 ( en USD )

1.4% par an ( paiement semestriel )

13/02/2015 - Obligation échue

Prospectus brochure de l'obligation Freeport-McMoRan US35671DAV73 en USD 1.4%, échue

2 000 USD

500 000 000 USD

35671DAV7

Freeport-McMoRan est une société minière américaine cotée en bourse, spécialisée dans l'extraction et la production de cuivre, d'or et de molybdène.

L'Obligation émise par Freeport Moran ( Etas-Unis ) , en USD, avec le code ISIN US35671DAV73, paye un coupon de 1.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/02/2015

L'Obligation émise par Freeport Moran ( Etas-Unis ) , en USD, avec le code ISIN US35671DAV73, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Freeport Moran ( Etas-Unis ) , en USD, avec le code ISIN US35671DAV73, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/831259/000119312512049661/...
424B5 1 d290059d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-179420
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities to be Registered

Price
Registration Fee(1)
1.40% Senior Notes due 2015

$500,000,000
$57,300.00
2.15% Senior Notes due 2017

$500,000,000
$57,300.00
3.55% Senior Notes due 2022
$2,000,000,000
$229,200.00

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
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Prospectus supplement
(To Prospectus dated February 8, 2012)

$3,000,000,000
$500,000,000 1.40% Senior Notes due 2015
Interest payable February 13 and August 13
$500,000,000 2.15% Senior Notes due 2017
Interest payable March 1 and September 1
$2,000,000,000 3.55% Senior Notes due 2022
Interest payable March 1 and September 1
Issue price: 99.857%, 99.880% and 99.747%, respectively
The 1.40% Senior Notes due 2015 (the "2015 senior notes") will mature on February 13, 2015, the 2.15% Senior Notes due 2017 (the "2017 senior notes") will mature on March 1,
2017 and the 3.55% Senior Notes due 2022 (the "2022 senior notes") will mature on March 1, 2022. Interest will accrue from February 13, 2012 and the first interest payment date
will be August 13, 2012 for the 2015 senior notes and September 1, 2012 for the 2017 senior notes and the 2022 senior notes. We col ectively refer to the 2015 senior notes, the 2017
senior notes and the 2022 senior notes as the "notes" or "bonds."
We have the option to redeem some or al of the notes at any time and from time to time, as described under the heading "Description of the notes--Optional redemption." If a
change of control triggering event occurs, we will be required to offer to purchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid
interest, if any, to the date of purchase. See "Description of the notes--Change of control triggering event."
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. The notes
will be effectively subordinated to any of our future secured indebtedness to the extent of the value of the assets securing such indebtedness and structural y subordinated to the
indebtedness and other liabilities of our subsidiaries. The notes will not be guaranteed by any of our subsidiaries.
See "Risk factors" beginning on page S-5 for a discussion of certain risks that you should consider in connection with an
investment in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this prospectus supplement or the
accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Per 2015
Per 2017
Per 2022

Senior Note
Total

Senior Note
Total

Senior Note
Total

Public offering price(1)

99.857%
$499,285,000

99.880%
$499,400,000

99.747%
$1,994,940,000
Underwriting discounts and commissions

0.450%
$ 2,250,000

0.600%
$ 3,000,000

0.650%
$ 13,000,000
Proceeds to us before expenses(1)

99.407%
$497,035,000

99.280%
$496,400,000

99.097%
$1,981,940,000

(1) Plus accrued interest from February 13, 2012, if settlement occurs after that date.
The notes will not be listed on any securities exchange or quoted on any automated dealer quotation system. Currently, there is no public market for the notes.

The underwriters expect to deliver the bonds to purchasers through the book-entry delivery system of The Depository Trust Company for the benefit of its participants, including
Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about February 13, 2012.

Joint book-running managers

Senior co-managers

BNP PARIBAS

Citigroup

HSBC

Scotiabank

Co-managers

Goldman, Sachs & Co.

Mizuho Securities

Morgan Stanley

Junior co-managers

CIBC

Mitsubishi UFJ Securities

Santander
SMBC Nikko

US Bancorp
Deutsche Bank Securities

Natixis

RBC Capital Markets
Standard Chartered Bank

The William Capital Group, L.P.

Wells Fargo Securities
February 8, 2012

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We are responsible for the information contained and incorporated by reference in this prospectus supplement, the
accompanying prospectus and in any related free writing prospectus we prepare or authorize. We have not, and the
underwriters have not, authorized anyone to give you any other information, and neither we nor the underwriters take
responsibility for any other information that others may give you. If anyone provides you with different or inconsistent
information, you should not rely on it. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the
notes offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities,
then the offer presented in this document does not extend to you. You should assume that the information contained and
incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus with
respect to this offering filed by us with the Securities and Exchange Commission (the "SEC") is only accurate as of the
respective dates of such documents.

Table of contents
Prospectus supplement

Page

Page
Cautionary statement regarding forward-looking
Ratio of earnings to fixed charges

S-12
statements

S-ii Description of the notes

S-13
Industry and other information

S-iii
Material United States federal tax considerations

S-28
Prospectus supplement summary

S-1 Underwriting

S-31
Risk factors

S-5 Legal matters

S-34
Use of proceeds

S-8 Experts

S-34
Capitalization

S-9 Where you can find more information

S-34
Selected consolidated historical financial data

S-10

Prospectus

Page

Page
About this prospectus

1
Description of purchase contracts

6

Risk factors

1
Description of units

6

Freeport-McMoRan Copper & Gold Inc.

1
Forms of securities

6

Use of proceeds

1
Plan of distribution

8

Ratio of earnings to fixed charges

2
Where you can find more information

9

Description of securities

2
Information concerning forward-looking statements

11
Description of capital stock

2
Legal opinions

11
Description of debt securities

5
Experts

11
Description of warrants

6

Except as otherwise described herein or the context otherwise requires (including the cover hereto), all references to "FCX," "we,"
"us," "our" and "ours" in this prospectus supplement mean Freeport-McMoRan Copper & Gold Inc. and its consolidated
subsidiaries.

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Cautionary statement regarding forward-looking statements
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein,
contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking information
is intended to be covered by the safe harbor to "forward-looking statements" provided by the Private Securities Litigation Reform
Act of 1995. These statements may be made directly in this prospectus supplement or the accompanying prospectus or may be
incorporated in this prospectus supplement or the accompanying prospectus by reference to other documents and may include
statements for the period following the completion of this transaction. Representatives of FCX may also make forward-looking
statements. Forward-looking statements are all statements other than statements of historical facts, such as those statements regarding
projected ore grades and milling rates, projected production and sales volumes, projected unit net cash costs, projected operating
cash flows, projected capital expenditures, projected exploration efforts and results, projected mine production and development
plans, the impact of deferred intercompany profits on earnings, liquidity, other financial commitments and tax rates, the impact of
copper, gold, molybdenum and cobalt price changes, reserve estimates, potential prepayments of debt, future dividend payments and
potential share purchases. The words "anticipates," "may," "can," "plans," "believes," "estimates," "expects," "projects," "intends,"
"likely," "will," "should," "to be," and any similar expressions are intended to identify those assertions as forward-looking
statements. This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein
and therein, may also include forward-looking statements regarding mineralized material not included in reserves. The mineralized
material described will not qualify as reserves until comprehensive engineering studies establish their feasibility. Accordingly, no
assurance can be given that the estimated mineralized material not included in reserves will become proven and probable reserves.
We caution readers that those statements are not guarantees of future performance and our actual results may differ materially from
those anticipated, projected or assumed in the forward-looking statements. Important factors that can cause our actual results to differ
materially from those anticipated in the forward-looking statements include, but are not limited to, commodity prices, mine
sequencing, production rates, industry risks, regulatory changes, political risks, the potential effects of violence in Indonesia, the
resolution of administrative disputes in the Democratic Republic of Congo, weather- and climate-related risks, labor relations,
environmental risks, litigation results, currency translation risks and other factors described in more detail under the heading "Risk
Factors" in our annual report on Form 10-K for the year ended December 31, 2010 and in our quarterly report on Form 10-Q for the
quarter ended September 30, 2011, filed with the SEC as updated by our subsequent filings with the SEC.
Investors are cautioned that many of the assumptions on which our forward-looking statements are based are likely to change after our
forward-looking statements are made, including for example commodity prices, which we cannot control, and production volumes
and costs, some aspects of which we may or may not be able to control. Further, we may make changes to our business plans that
could or will affect our results. We caution investors that we do not intend to update our forward-looking statements more frequently
than quarterly notwithstanding any changes in our assumptions, changes in our business plans, our actual experience, or other changes,
and we undertake no obligation to update any forward-looking statements.

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Industry and other information
Unless we indicate otherwise, we base the information concerning the mining industry contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus on our general knowledge of and expectations concerning the industry. Our
market positions and market shares are based on our estimates using data from various industry sources and assumptions that we
believe to be reasonable based on our knowledge of the mining industry. We have not independently verified data from industry
sources and cannot guarantee its accuracy or completeness. In addition, we believe that data regarding the mining industry and our
market positions and market shares within such industry provide general guidance but are inherently imprecise. Further, our estimates
involve risks and uncertainties and are subject to change based on various factors, including those discussed in the "Risk Factors" in
our annual report on Form 10-K for the year ended December 31, 2010 and in our quarterly report on Form 10-Q for the quarter
ended September 30, 2011, filed with the SEC as updated by our subsequent filings with the SEC.

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Prospectus supplement summary
This summary highlights certain information contained elsewhere or incorporated by reference in this prospectus supplement.
Because this is only a summary, it does not contain all the information that may be important to you. For a more complete
understanding of our business and this offering, you should read the entire prospectus supplement and the accompanying
prospectus and the documents incorporated herein and therein by reference, including the annual financial statements
included elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. You should
also carefully consider the matters discussed under "Risk factors."
Overview
Freeport-McMoRan Copper & Gold Inc., or FCX, is a leading international mining company with headquarters in Phoenix,
Arizona. We are one of the world's largest copper, gold and molybdenum mining companies in terms of reserves and production.
Our portfolio of assets includes the Grasberg minerals district in Indonesia, significant mining operations in North and South
America, and the Tenke Fungurume minerals district in the Democratic Republic of Congo. The Grasberg minerals district
contains the largest single recoverable copper reserve and the largest single gold reserve of any mine in the world based on the
latest available reserve data provided by third-party industry consultants. We also operate Atlantic Copper, our wholly owned
copper smelting and refining unit in Spain.
FCX's principal executive offices are located at 333 North Central Avenue, Phoenix, Arizona, 85004, and our telephone number
at that address is (602) 366-8100. We maintain a website at http://www.fcx.com, where general information about us is available.
Information on our website is not a part of, and we are not incorporating the contents of our website into, this prospectus
supplement or the accompanying prospectus.
Recent developments
On January 19, 2012, we announced preliminary unaudited financial information for the fourth-quarter and year-ended
December 31, 2011.
Revenues for fourth-quarter 2011 totaled $4.2 billion and operating income totaled $1.3 billion, compared with revenues of $5.6
billion and operating income of $3.1 billion for fourth-quarter 2010. Our fourth-quarter 2011 results were adversely impacted
primarily by lower realized copper prices, labor disruptions and the temporary suspension of milling operations at PT Freeport
Indonesia as a result of damage to the concentrate and fuel pipelines. We reported that net income attributable to common stock
for fourth-quarter 2011 totaled $640 million, or $0.67 per share, compared with net income attributable to common stock of $1.5
billion, or $1.63 per share, for fourth-quarter 2010. Consolidated sales from mines for fourth-quarter 2011 totaled 823 million
pounds of copper, 133 thousand ounces of gold and 19 million pounds of molybdenum, compared with 941 million pounds of
copper, 590 thousand ounces of gold and 17 million pounds of molybdenum for fourth-quarter 2010. Net income attributable to
common stock for the year-ended December 31, 2011 was $4.6 billion, or $4.78 per share, compared with $4.3 billion, or $4.57
per share, for the year-ended December 31, 2010. Consolidated sales for the year-ended December 31, 2011 totaled 3.7 billion
pounds of copper, 1.4 million ounces of gold and 79 million pounds of molybdenum, compared with 3.9 billion pounds of copper,
1.9 million ounces of gold and 67 million pounds of molybdenum for the year-ended December 31, 2010.
Operating income in the fourth-quarter 2011 and the year-ended December 31, 2011 includes charges totaling $116 million ($50
million to net income attributable to common stock or $0.05 per share) primarily associated with bonuses for new labor
agreements and other employee costs at PT Freeport Indonesia, Cerro Verde and El Abra. Net income attributable to common
stock in the year-ended December 31, 2011 also includes net losses on early extinguishment of debt totaling $60 million ($0.06
per share) and additional taxes of $49 million ($0.05 per share) associated with Peru's new mining tax and royalty regime. Net
income attributable to common stock in the fourth-quarter 2010 and the year-ended December 31, 2010 includes net losses on
early extinguishment of debt totaling $3 million (less than $0.01 per share) and $71 million ($0.07 per share), respectively.
On February 7, 2012, our board of directors authorized an increase in our annual common stock dividend from $1.00 per share to
$1.25 per share, with the initial quarterly dividend of $0.3125 per share expected to be paid in May 2012.

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Three Months Ended
Years Ended

December 31,

December 31,

2011

2010

2011

2010

Financial Data (in millions, except per share amounts)

Revenuesa

$ 4,162

$ 5,603

$20,880
$18,982
Operating incomeb

$ 1,297c

$ 3,097

$ 9,140c
$ 9,068
Net income attributable to common stock

$ 640c

$ 1,549
d

$ 4,560c,d, e $ 4,273d
Diluted net income per share of common stock

$ 0.67c

$ 1.63d,f

$ 4.78c,d, e $ 4.57d,f
Diluted weighted-average common shares
outstanding

953

953f
955
949f
Operating cash flows

$ 746
g

$ 2,055
g

$ 6,620
g
$ 6,273g
Capital expenditures

$ 785

$ 53 5

$ 2,534
$ 1,412
Mining Operating Data

Copper (millions of recoverable pounds)

Production

823

1,007

3,691

3,908

Sales, excluding purchases

823

941

3,698

3,896

Average realized price per pound

$ 3.42

$ 4.18

$ 3.8 6
$
3.59
Gold (thousands of recoverable ounces)

Production

181

629

1,383

1,886

Sales, excluding purchases

133

590

1,378

1,863

Average realized price per ounce

$ 1,656

$ 1,398

$ 1,583
$ 1,271
Molybdenum (millions of recoverable pounds)

Production

18

19

83
72

Sales, excluding purchases

19

17

79
67

Average realized price per pound

$ 15.08

$ 16.60

$ 16.98
$ 16.47
a. Includes favorable (unfavorable) adjustments to provisionally priced copper sales recognized in prior periods totaling
$125 million ($56 million to net income attributable to common stockholders) in fourth-quarter 2011, $186 million ($79
million to net income attributable to common stockholders) in fourth-quarter 2010, $(12) million ($(5) million to net income
attributable to common stockholders) for the year 2011 and $(24) million ($(10) million to net income attributable to
common stockholders) for the year 2010.
b.
FCX defers recognizing profits on intercompany sales until final sales to third parties occur. Changes in these deferrals
attributable to variability in intercompany volumes resulted in net increases (reductions) of $116 million ($57 million to net
income attributable to common stockholders) in fourth-quarter 2011, $(15) million ($(1) million to net income attributable to
common stockholders) in fourth-quarter 2010, $283 million ($139 million to net income attributable to common
stockholders) for the year 2011 and $(137) million ($(67) million to net income attributable to common shareholders) for the
year 2010.
c.
Includes charges totaling $116 million ($50 million to net income attributable to common stock or $0.05 per share) for
fourth-quarter 2011 and the year 2011 primarily associated with bonuses for new labor agreements and other employee costs
at PT Freeport Indonesia, Cerro Verde and El Abra.
d.
Includes net losses on early extinguishment of debt totaling $3 million (less than $0.01 per share) in fourth-quarter 2010, $60
million ($0.06 per share) for the year 2011 and $71 million ($0.07 per share) for the year 2010.
e.
Includes additional taxes of $49 million ($0.05 per share) for the year 2011 associated with Peru's new mining tax and
royalty regime.
f.
Amounts have been adjusted to reflect the February 1, 2011, two-for-one stock split.
g.
Includes working capital uses of $335 million for fourth-quarter 2011, $305 million for fourth-quarter 2010, $461 million
for the year 2011 and $834 million for the year 2010.
The foregoing results of operations for the fourth-quarter and year-ended December 31, 2011 have not been audited or reviewed
by our independent registered public accounting firm. Our reported results may differ from our unaudited results.

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The offering
The following summary contains basic information about the notes and is not intended to be complete. It may not contain all
of the information that may be important to you. For a more complete description of the notes, see "Description of the notes."
In this summary of the offering, the words "FCX," "we," "us" and "our" refer only to Freeport-McMoRan Copper & Gold
Inc. and not to any of its subsidiaries. Unless otherwise required by the context, we use the terms "notes" and "bonds" in this
prospectus supplement to refer collectively to the 1.40% Senior Notes due 2015 , the 2.15% Senior Notes due 2017 and the
3.55% Senior Notes due 2022.

Issuer
Freeport-McMoRan Copper & Gold Inc., a Delaware corporation

Securities Offered
$500,000,000 in aggregate principal amount of 1.40% Senior Notes due 2015.

$500,000,000 in aggregate principal amount of 2.15% Senior Notes due 2017.

$2,000,000,000 in aggregate principal amount of 3.55% Senior Notes due 2022.

Maturity
The 2015 senior notes will mature on February 13, 2015.

The 2017 senior notes will mature on March 1, 2017.

The 2022 senior notes will mature on March 1, 2022.

Interest and Payment Dates
The 2015 senior notes will accrue interest from February 13, 2012 at a rate of
1.40% per annum, payable on February 13 and August 13 of each year,
beginning on August 13, 2012.

The 2017 senior notes will accrue interest from February 13, 2012 at a rate of

2.15% per annum, payable on March 1 and September 1 of each year, beginning
on September 1, 2012.

The 2022 senior notes will accrue interest from February 13, 2012 at a rate of

3.55% per annum, payable on March 1 and September 1 of each year, beginning
on September 1, 2012.

Ranking
The notes will be our senior unsecured obligations and will rank equally in right
of payment with all of our existing and future unsecured and unsubordinated
indebtedness. The notes will be effectively subordinated to any of our future
secured indebtedness to the extent of the value of the assets securing such
indebtedness and structurally subordinated to the indebtedness and other
liabilities of our subsidiaries. The notes will not be guaranteed by any of our
subsidiaries.

As of September 30, 2011, we had outstanding indebtedness of approximately
$3,375 million that ranks equally with the notes, we had no secured

indebtedness outstanding and our subsidiaries had approximately $9,972 million
of outstanding indebtedness and other liabilities.

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Form and denomination
The notes will be issued in fully registered form in denominations of $2,000 or
integral multiples of $1,000 in excess thereof.

Optional redemption
We may, at our option, redeem the notes, at any time and from time to time, in
whole or in part, as described under the heading "Description of the notes--
Optional redemption."

Guarantees
None

Offer to repurchase upon change of control
If we experience a Change of Control Triggering Event (as defined herein), we
triggering event
will be required, unless we have already exercised our option to redeem the
notes of the applicable series, to offer to purchase the notes of the applicable
series at a purchase price equal to 101% of their principal amount, plus accrued
and unpaid interest, if any, to the date of purchase. See "Description of the
notes--Change of control triggering event."

Certain covenants
The indenture governing the notes contains covenants that restrict our ability,
with certain exceptions, to incur debt secured by liens, engage in sale and
leaseback transactions and merge or consolidate with another entity, or sell,
transfer or lease all or substantially all of its assets.

No listing of the notes
We do not intend to apply to list the notes on any securities exchange or to have
the notes quoted on any automated quotation system.

Use of proceeds
We estimate that the net proceeds from the offering will be approximately
$2,971 million, after deducting the underwriting discounts and commissions and
our estimated offering expenses. We intend to use the net proceeds from this
offering plus cash on hand to redeem our outstanding 8.375% Senior Notes due
2017. See "Use of proceeds."

Governing law
The notes will be, and the indenture is, governed by the laws of the State of
New York.

Risk factors
Investing in the notes involves substantial risks. You should carefully consider
all the information in this prospectus supplement prior to investing in the notes.
In particular, we urge you to carefully consider the factors set forth under "Risk
factors" in this prospectus in addition to the risks described under the heading
"Risk Factors" in our annual report on Form 10-K for the year ended December
31, 2010 and in our quarterly report on Form 10-Q for the quarter ended
September 30, 2011, filed with the SEC as updated by our subsequent filings
with the SEC.

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Risk factors
Investing in the notes involves risk. Prior to making a decision about investing in our securities, and in consultation with your
own financial and legal advisors, you should carefully consider the following risk factors, as well as the risk factors incorporated
by reference in this prospectus supplement from our annual report on Form 10-K for the year ended December 31, 2010 and in
our quarterly report on Form 10-Q for the quarter ended September 30, 2011 under the heading "Risk Factors" as updated by
our subsequent filings with the SEC. You should also refer to the other information in this prospectus supplement and the
accompanying prospectus, including our financial statements and the related notes incorporated by reference into this prospectus
supplement.
Risks related to the notes
The notes are subject to prior claims of our secured creditors and the creditors of our subsidiaries, and if a default occurs we
may not have sufficient funds to fulfill our obligations under the notes.
The notes are our unsecured general obligations, ranking equally with our other senior unsecured indebtedness and liabilities but
effectively subordinated to any secured indebtedness to the extent of the value of the assets securing such indebtedness and
structurally subordinated to the debt and other liabilities of our subsidiaries. The indenture governing the notes permits us and our
subsidiaries to incur secured debt under specified circumstances. If we incur any secured debt, our assets and the assets of our
subsidiaries will be subject to prior claims by our secured creditors. In the event of our bankruptcy, liquidation, reorganization or
other winding up, assets that secure debt will be available to pay obligations on the notes only after all debt secured by those assets
has been repaid in full. Holders of the notes will participate in our remaining assets ratably with all of our unsecured and
unsubordinated creditors, including our trade creditors.
If we incur any additional obligations that rank equally with the notes, including trade payables, the holders of those obligations will
be entitled to share ratably with the holders of the notes in any proceeds distributed upon our insolvency, liquidation, reorganization,
dissolution or other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient
assets remaining to pay all of these creditors, all or a portion of the notes then outstanding would remain unpaid.
As of September 30, 2011, we had outstanding indebtedness of approximately $3,375 million that ranks equally with the notes, we
had no secured indebtedness outstanding and our subsidiaries had approximately $9,972 million of outstanding indebtedness and
other liabilities.
The indenture does not limit the amount of indebtedness that we and our subsidiaries may incur.
The indenture under which the notes will be issued does not limit the amount of indebtedness that we and our subsidiaries may incur.
The indenture does not contain any financial covenants or other provisions that would afford the holders of the notes any substantial
protection in the event we participate in a highly leveraged transaction.
The agreements governing our indebtedness contain various covenants that limit our discretion in the operation of our
business and also require us to meet financial maintenance tests and other covenants. The failure to comply with such tests
and covenants could have a material adverse effect on us.
The agreements governing our indebtedness contain various covenants, subject to exceptions, including covenants that restrict our
ability to:

· incur additional indebtedness;

· create liens on our assets;

· use assets as security in other transactions;

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