Obligation Linden Inc 1.625% ( XS1143916465 ) en EUR

Linden Inc

100 % ▲

Etas-Unis

XS1143916465 ( en EUR )

1.625% par an ( paiement annuel )

30/11/2025 - Obligation échue

Prospectus brochure de l'obligation Linde Inc XS1143916465 en EUR 1.625%, échue

100 000 EUR

500 000 000 EUR

Linde plc est une société multinationale britannique spécialisée dans les gaz industriels et les technologies de pointe, fournissant des solutions dans divers secteurs tels que l'industrie, la santé et l'électronique.

L'Obligation émise par Linden Inc ( Etas-Unis ) , en EUR, avec le code ISIN XS1143916465, paye un coupon de 1.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/11/2025

LISTING PARTICULARS
12 December 2018

PRAXAIR, INC.
Incorporated in the State of Delaware, United States of America

500,000,000 1.625% Notes due 2025
550,000,000 1.200% Notes due 2024

These listing particulars (the "Listing Particulars") have been prepared for the purpose of giving
information about the issuances by Praxair, Inc. (the "Issuer") of 500,000,000 of the Issuer's 1.625%
Notes due 2025 (the "2025 Notes") and of 550,000,000 of the Issuer's 1.200% Notes due 2024 (the
"2024 Notes") (individually referred to as the "Note" and collectively as the "Notes").

The 2025 Notes were originally offered pursuant to the prospectus supplement dated 21 November
2014 and the base prospectus dated 8 August 2012 (together, the "2025 Notes Prospectus").

The 2024 Notes were originally offered pursuant to the prospectus supplement dated 4 February 2016
and the base prospectus dated 12 May 2015 (together, the "2024 Notes Prospectus" and, together
with the 2025 Notes Prospectus, the "US Prospectuses").

The US Prospectuses were filed with the United States Securities and Exchange Commission (the "SEC")
at the time of the original offering and are attached in their entirety as Appendices hereto. These
Listing Particulars incorporate the portions of the US Prospectuses that are listed in "Relevant Sections
of the US Prospectuses" below. The documents incorporated by reference in the US Prospectuses or
in the financial reports of the Issuer (such financial reports are incorporated by reference in
"Documents Incorporated by Reference" below) are not incorporated in the present Listing Particulars.

The 2025 Notes and the 2024 Notes are respectively represented by a global note in registered form
(individually referred to as the "Global Note" and col ectively as the "Global Notes").

The Notes were originally listed on the New York Stock Exchange (the "NYSE") under the specified ISIN
numbers (see "Part A: Contractual Terms"). The Issuer voluntarily delisted the Notes from the NYSE
and trading in the Notes on the NYSE was suspended as of close of business (New York Time) on 9
November 2018.

Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to listing
on the Official List of the Luxembourg Stock Exchange and trading on the Luxembourg Stock Exchange's
Euro MTF Market (the "Euro MTF Market"). The Euro MTF Market is not a regulated market within the
meaning of Article 1 (13) of Directive 2004/39/EC (the "EU Prospectus Directive"). These Listing
Particulars do not constitute a prospectus for the purposes of the EU Prospectus Directive but
constitute a prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities
dated 10 July 2005, as amended (the "Luxembourg Prospectus Act").

The Issuer accepts responsibility for the information contained in these Listing Particulars. To the best
of the knowledge of the Issuer, having taken all reasonable care to ensure that such is the case, the
information contained in these Listing Particulars is in accordance with the facts and does not omit
anything likely to affect the import of such information.

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No person has been authorised to give any information other than that contained in the Listing
Particulars and the documents referred to therein, which are made available for inspection by the
public. If given, such information must not be relied upon as having been authorised by the Issuer or
any Lead Manager (as defined and specified in Part B "Other Information").

Any person making or intending to make an offer of the Notes may only do so in circumstances in
which no obligation arises for the Issuer or the Lead Managers to publish a prospectus pursuant to
Article 3 of the EU Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the EU
Prospectus Directive, in each case, in relation to such offer.

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Table of Contents

Risk Factors ...............................................................................................................................................4

Relevant Sections of the US Prospectuses ............................................................................................ 19

Documents Incorporated By Reference ................................................................................................ 20

Terms and Conditions of the Notes ....................................................................................................... 23

Part A Contractual Terms ...................................................................................................................... 24

Part B Other Information....................................................................................................................... 28

General Information .............................................................................................................................. 31

APPENDICES

Global Note of the 2025 Notes.......................................................................................................................A-1

Prospectus Supplement dated 21 November 2014 related to the 2025 Notes accompanying
the base prospectus dated 8 August 2012 ........................................................................................... A-2

Global Note of the 2024 Notes ......................................................................................................................A-3

Prospectus Supplement dated 4 February 2016 related to the 2024 Notes accompanying
the base prospectus dated 12 May 2015 ............................................................................................. A-4

Indenture dated 15 July 1992 between the Issuer and the Trustee..........................................................A-5

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RISK FACTORS

Investing in the Notes involves risks.

On 31 October 2018, the Issuer and Linde Aktiengesellschaft, a stock corporation incorporated under
the laws of Germany ("Linde AG" and, together with its subsidiaries, "The Linde Group"), combined
under Linde plc, a public limited company incorporated under the laws of Ireland (the "Parent" and,
together with its subsidiaries the "Parent Group"), as contemplated by the business combination
agreement, dated 1 June 2017, as amended on 10 August 2017 (the "Business Combination
Agreement"), by and among the Parent, the Issuer, Linde AG, Zamalight Holdco LLC and Zamalight
Subco, Inc. (the "Business Combination"). Pursuant to the Business Combination Agreement, (i) the
Issuer became an indirect wholly-owned subsidiary of the Parent through the merger of Zamalight
Subco, Inc., an indirect wholly-owned Delaware subsidiary of the Parent with and into the Issuer and
(ii) Linde AG became an indirect subsidiary of the Parent through an exchange offer by the Parent for
each issued and outstanding bearer share of Linde AG. The Notes are not guaranteed by the Parent,
Linde AG or any other person.
Investors should be aware of the following risk factors to the extent applicable to the Issuer and its
subsidiaries. Neither the Parent nor any of its subsidiaries (other than the Issuer) has any obligations
with respect to the Notes.

1. RISKS RELATING TO THE BUSINESS COMBINATION

a. The Parent, the Issuer and The Linde Group had to obtain certain governmental and
regulatory approvals to consummate the Business Combination. Some of these approvals
are subject to restrictions, divestiture or other requirements or other conditions imposed by
certain governmental and regulatory agencies, such as the European Commission and the
U.S. Federal Trade Commission, which may adversely impact the business, financial
condition or results of operations of the combined group of the Issuer, The Linde Group and
the Parent Group (the "Combined Group").
Completion of the Business Combination was conditioned upon regulatory approvals or expiration or
termination of statutory waiting periods (including extensions thereof) under certain merger control
and competition law regimes. As a condition to their approval of the transactions contemplated by the
Business Combination Agreement, certain governmental and regulatory agencies, such as the
European Commission and the U.S. Federal Trade Commission ("FTC"), have imposed divestiture
requirements and/or restrictions on the conduct of the Parent's, the Issuer's and The Linde Group's
respective businesses. Conditions imposed by regulatory agencies in connection with their approval of
the Business Combination include, among others, changes to the operations of the Issuer and/or The
Linde Group, restrictions on the Combined Group's ability to operate in certain jurisdictions fol owing
the Business Combination and restrictions on the combination of the Issuer's and The Linde Group's
operations.
Such restrictions, in particular, include the obligations set forth in the agreement with the FTC dated 1
October 2018 (the "Consent Agreement"), pursuant to which the Parent, the Issuer and Linde AG shall
(i) divest certain assets within 120 days from the effectiveness of the Consent Agreement and (ii)
continue to operate the Issuer and The Linde Group as independent and competitive businesses, held
globally separate until certain divestitures required by the FTC have been completed.
In the event that the assets are not sold within the ordered 120 days from the effectiveness of the
Consent Agreement, the FTC may appoint a divestiture trustee to sell such assets in order to satisfy
the requirements under the Consent Agreement. For a period of 30 days starting on 22 October 2018,
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the Consent Agreement is subject to public comments which may affect the FTC's commitment or lead
to adjustments to the Consent Agreement.
Such Consent Agreement may have a significant adverse effect on the anticipated benefits of the
Business Combination, in particular the expected targeted annual synergies and cost efficiencies
ranging from $1.1 billion to $1.2 billion to be achieved over approximately three years (the figure
includes existing cost reduction programs of the Issuer and The Linde Group which are independent of
the Business Combination as well as additionally identified cost reduction potentials). The Consent
Agreement may delay the envisaged integration of the Combined Group, restrict the Combined
Group's ability to modify the operations of its businesses in response to changing circumstances for a
period of time after completion of the Business Combination or its ability to expend cash for other
uses, result in the sale of certain assets to prices which are significantly lower than expected and under
other unfavourable circumstances or otherwise adversely impact the business, financial condition or
results of operations of the Combined Group.
The Issuer and The Linde Group have committed, and may have to commit, to divest certain assets in
order to obtain certain regulatory approvals or comply with conditions imposed in connection with
certain regulatory approvals, which may result in loss of value or expertise due to the loss of those
assets or businesses or a sale of those assets or businesses at less than the desired price or under
otherwise unfavorable conditions, in particular as a result of timing constraints and the limited
universe of buyers acceptable to the regulatory authorities, especially in challenging market
conditions. In some cases, where the relevant regulatory authority has only preliminarily or not yet at
all approved of a buyer, it may be necessary to find a (new) buyer for the relevant assets under terms
which may be less favorable to the Combined Group. The assets which the Issuer and The Linde Group
have committed to divest are located mainly in Europe and the Americas.
The restrictions, divestiture or other requirements or other conditions imposed by regulators could
have a material adverse effect on the business, results of operations, financial condition and prospects
of the Issuer and substantially reduce or eliminate the synergies, cost reductions and the advantages
which the Parent, the Issuer and The Linde Group expect to achieve from the Business Combination.

b. There are currently, and there may be additional, investigations by public authorities and
civil litigation in the context of the Business Combination. If an authority determined that
there were violations of applicable laws in the context of the Business Combination or a
court held that the Exchange Offer and/or the Merger was not appropriately approved by
shareholders or public authorities or validly completed, this could result in the imposition of
significant fines and penalties on the Combined Group or require the Business Combination
to be partly or fully unwound which would have a material adverse effect on the business,
financial condition and results of operations of the Combined Group.
In connection with the Business Combination, third parties, including public authorities, have initiated,
and may in the future initiate, investigations and/or file lawsuits against the Issuer, The Linde Group,
The Parent and/or their respective directors and management. By letter dated 23 February 2018, BaFin
informed Linde AG that it has commenced administrative fine proceedings against Linde AG regarding
an alleged omission to issue an ad hoc announcement under Article 17 of Regulation (EU) No 596/2014
of the European Parliament and of the Council of 16 April 2014 on market abuse ("EU Market Abuse
Regulation") in the context of the preliminary talks between Linde AG and the Issuer, Inc. from June
through August 2016 and an alleged belated ad hoc announcement under Article 17 of the EU Market
Abuse Regulation with respect to the departure of then Chief Financial Officer of Linde AG, Mr. Georg
Denoke, from office in September 2016. Linde AG has submitted a statement of defense in these
administrative fine proceedings. The administrative fine proceedings are ongoing. Potential remedies
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in the event of an adverse determination include administrative fines of up to 2% of revenue of The
Linde Group in the preceding financial year per violation.
On 20 October 2017, with the support of the German shareholders' association DSW - Deutsche
Schutzvereinigung für Wertpapierbesitz e.V. ("DSW"), seven holders of Linde AG Shares ("Linde AG
Shareholders") have initiated judicial proceedings in the district court of Munich (Landgericht
München I) requesting a declaratory judgment that the execution of the Business Combination
Agreement had required a prior approval by a general shareholders' meeting of Linde AG.
Linde AG considers these allegations to be without merit and submitted statements of defense in these
proceedings. A court hearing took place on 26 July 2018, and proceedings are still ongoing. Linde AG is
of the opinion that no such approval was required under German corporate law. However, no
assurance can be given regarding the outcome of the judicial proceedings. If a court declared that the
execution of the Business Combination Agreement required the prior approval by a general
shareholders' meeting of Linde AG, Linde AG shareholders could initiate civil litigation against Linde
AG claiming damages.
Following the consummation of the Business Combination, public authorities, Linde AG Shareholders
or the Issuer Shareholders or others, may challenge various aspects of the Business Combination,
including the validity of the exchange of the Issuer Shares or Linde AG Shares into the Parent Shares.
Such claimants may challenge the Parent's compliance with post-closing operational commitments
made to regulatory authorities or shareholders may challenge the consummation of the Business
Combination on procedural grounds, such as that not all required governmental and regulatory
approvals have been obtained or have been or have remained valid and that, therefore, not all
conditions to the Business Combination have been satisfied.
In connection with any such investigation or litigation, the Parent, the Issuer or The Linde Group may
incur significant costs, including management time, and an adverse outcome could result in
reputational harm to the Combined Group as well as significant administrative fines, penalties and
damages. Moreover, if a court held that the Exchange Offer and/or the Merger lacked any required
approval by governmental or regulatory authorities and/or was not validly completed, this could affect
the validity of the Business Combination, the transfer of the tendered Linde AG Shares and the
allotment and/or the issue of the Parent shares, in which case shareholders might be entitled to claim
back their tendered shares or be called upon to pay up amounts not paid up on the Parent shares
which have been issued. This could require the Business Combination to be partly or fully unwound
which would have a material adverse effect on the business, financial condition and results of
operations of the Combined Group.

c. Negative publicity related to the Business Combination, including post-closing integration
measures, may materially adversely affect the Parent Group, the Issuer and The Linde Group.
Political and public sentiment in connection with the Business Combination and associated integration
measures may result in adverse press coverage and other adverse public statements affecting the
parties to the Business Combination. Adverse press coverage and public statements, whether or not
driven by political or popular sentiment, may also result in legal claims or investigations by regulators,
legislators and law enforcement officials. Responding to these investigations and lawsuits, regardless
of the ultimate outcome of the proceedings, can divert the time and effort of senior management from
operating their businesses. Addressing any adverse publicity, governmental scrutiny or enforcement
or other legal proceedings could be time-consuming and expensive and, regardless of the factual basis
for the assertions being made, could have a negative impact on the reputation of the Parent Group,
the Issuer and The Linde Group, on the morale and performance of their employees and on their
relationships with regulators, suppliers and customers. It may also have a negative impact on their
ability to take timely advantage of various business and market opportunities. The direct and indirect
effects of negative publicity, and the demands of responding to and addressing it, may have a material
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adverse effect on the Parent Group's, the Issuer's and The Linde Group's respective business and cash
flows, financial condition and results of operations.

d. Upon completion of the Business Combination, certain change-of-control rights under
material agreements will or may be triggered.
The Issuer and The Linde Group are parties to agreements that contain change-of-control provisions
that will or may be triggered upon completion of the Business Combination. Upon triggering of these
change-of-control provisions, the counterparties to the agreements may be able to exercise certain
rights that have a negative effect on the Issuer, The Linde Group or, after completion of the Business
Combination, the Combined Group. For example, the terms of most of The Linde Group's notes with a
nominal value of approximately 6.7bil ion outstanding as of 30 June 2018 (approximately 7.1 bil ion
as of 31 December 2017) include change of control rights which are triggered by a change of control
of Linde AG if such change of control were to result in a below investment grade ratings downgrade of
Linde AG's senior unsecured credit rating by Moody's Investors Services or Standard & Poor's Rating
Services. If parties to agreements with change-of-control provisions exercise such rights, certain
contracts that are beneficial to The Linde Group or the Issuer may be terminated which may have an
adverse effect on the business, the cash flows and the financial condition and results of operations of
the Parent Group, the Issuer and The Linde Group.

e. The Issuer and The Linde Group have incurred and will continue to incur significant
transaction fees and costs in connection with the Business Combination.
The Issuer and The Linde Group have incurred and will continue to incur significant banking, legal,
accounting and other transaction fees and costs related to the Business Combination. The Issuer and
The Linde Group currently estimate that an aggregate of approximately $321 mil ion of auditors',
banking, legal and other professional fees and costs related to the Business Combination will be
incurred from the initiation of the Business Combination through its completion, of which
approximately 40% is expected to be incurred by the Issuer and approximately 60% is expected to be
incurred by The Linde Group. Additional costs substantially in excess of currently anticipated costs may
be incurred in connection with the integration of the businesses of the Issuer and The Linde Group.
Any cost savings or other efficiencies related to the integration of the businesses that could offset
these transaction - and combination -related costs over time may not be achieved in the near term, or
at all. In addition, the timeline in which any cost savings are expected to be realized is lengthy and may
not be achieved. Failure to realize these synergies and cost reductions and other efficiencies in a timely
manner or at all could have a material adverse effect on the Parent Group's, the Issuer's and The Linde
Group's respective businesses and cash flows, financial condition and results of operations.

2. RISKS RELATING TO THE BUSINESS OF THE COMBINED GROUP AFTER COMPLETION OF THE
BUSINESS COMBINATION

Due to the size and geographic reach of the Combined Group's operations fol owing the completion of
the Business Combination, a wide range of factors could materially affect its operations and financial
performance.

a. The Combined Group may fail to realize the anticipated strategic and financial benefits
sought from the Business Combination.
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The Combined Group may not realize all of the anticipated benefits of the Business Combination. The
success of the Business Combination will depend on, among other things, the Parent Group's ability to
combine the Issuer's business with The Linde Group's business in a manner that facilitates growth and
realizes the anticipated annual synergies and cost reductions without adversely affecting current
revenues and investments in future growth.
The actual integration of the Issuer and The Linde Group will involve complex operational,
technological and personnel-related challenges. This process will be time-consuming and expensive,
and it may be disruptive to the business of the Combined Group. The Combined Group may not realize
all of the anticipated benefits of the Business Combination. Difficulties in the integration of the
businesses, which may result in significant costs and delays, include:
-
managing a significantly larger combined group;
-
aligning and executing the strategy of the Combined Group;
-
integrating and unifying the offerings and services available to customers and
coordinating
-
distribution and marketing efforts in geographically separate organizations;
-
coordinating corporate and administrative infrastructures and aligning insurance
coverage;
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coordinating accounting, reporting, information technology, communications,
administration and other systems;
-
addressing possible differences in corporate cultures and management philosophies;
-
the Combined Group becoming subject to Irish laws and regulations and legal action
in Ireland;
-
coordinating the compliance program and creating uniform financial reporting,
information technology and other standards, controls, procedures and policies;
-
the implementation, ultimate impact and outcome of potential post-completion
reorganization transactions, which may be delayed or not take effect as a result of
litigation or otherwise;
-
unforeseen and unexpected liabilities related to the Business Combination or the
Combined Group's business;
-
managing tax costs or inefficiencies associated with integrating the operations of the
Combined Group;
-
identifying and eliminating redundant and underperforming functions and assets;
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effecting actions that may be required in connection with obtaining regulatory
approvals; and
-
a deterioration of credit ratings
These and other factors could result in increased costs and diversion of management's time and
energy, as well as decreases in the amount of expected revenue and earnings, which could materially
impact the Combined Group's business, financial condition and results of operations. The integration
process and other disruptions resulting from the Business Combination may also adversely affect the
Combined Group's relationships with employees, suppliers, customers, distributors, licensors and
others with whom the Issuer and The Linde Group have business or other dealings, and difficulties in
integrating the businesses of the Issuer and The Linde Group could harm the reputation of the
Combined Group.
If the Combined Group is not able to successfully combine the businesses of the Issuer and The Linde
Group in an efficient, cost-effective and timely manner, the anticipated benefits and cost savings of
the Business Combination may not be realized fully, or at all, or may take longer to realize than
expected.

b. The Combined Group may experience a loss of customers or may fail to win new customers.
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Following the completion of the Business Combination, and particularly in light of divestitures in
connection with the merger control review of the Business Combination (see under Risk Factors section
1. a.), third parties with whom the Issuer or The Linde Group had relationships prior to the
announcement of the Business Combination may terminate or otherwise reduce the scope of their
relationships with either party in anticipation or after the completion of the Business Combination.
Furthermore, any pending divestment decisions could increase the uncertainty for customers in the
case of upcoming extensions of multiannual onsite contracts, i.e. contracts for the supply of industrial
gases over a period of several years through a plant usually built and operated by an industrial gas
company at the customer's premises, which, in turn, may lead to a loss of customers. In addition, the
Combined Group may face difficulties in acquiring new customers. Any such loss of business or the
inability to win new customers could limit the Combined Group's ability to achieve the anticipated
benefits of the Business Combination.

c. The Combined Group may be unable to retain and motivate current the Issuer and/or The
Linde Group personnel successfully, which could result in a loss of relevant capabilities and
expertise.
The success of the Business Combination will depend, in part, on the Combined Group's ability to retain
the talents and dedication of key employees, including key decision-makers, currently employed by
the Issuer and The Linde Group. Such employees may decide not to remain with the Issuer and The
Linde Group, as applicable, while the Business Combination is pending or with the Combined Group
after the Business Combination is completed. If key employees terminate their employment, or if an
insufficient number of employees are retained to maintain effective operations, the Combined Group's
business activities may be adversely affected and management's attention may be diverted from
successfully integrating the Issuer and The Linde Group to hiring suitable replacements, all of which
may cause the Combined Group's business to deteriorate. The Issuer and The Linde Group may not be
able to locate suitable replacements for any key employees who leave either company, or offer
employment to potential replacements on reasonable terms. In addition, the Combined Group may
not be able to motivate certain key employees following the completion of the Business Combination
due to organizational changes, reassignments of responsibilities, the perceived lack of appropriate
opportunities for advancement or other reasons. If the Combined Group fails to successfully retain and
motivate the employees of the Issuer and/or The Linde Group, relevant capabilities and expertise may
be lost which may have an adverse effect on the cash flows and the financial condition and results of
operations of the Combined Group.

3. RISKS RELATING TO THE BUSINESS OF THE ISSUER

a. General Economic Conditions Weakening economic conditions in markets in which the
Issuer does business may adversely impact the Issuer's financial results and/or cash flows.
The Issuer serves a diverse group of industries across more than 50 countries, which generally leads to
financial stability through various business cycles. However, a broad decline in general economic or
business conditions in the industries served by its customers could adversely affect the demand for
the Issuer's products and impair the ability of its customers to satisfy their obligations to the Issuer,
resulting in uncollected receivables and/or unanticipated contract terminations or project delays. In
addition, many of the Issuer's customers are in businesses that are cyclical in nature, such as the
chemicals, electronics, metals and energy industries. Downturns in these industries may adversely
impact the Issuer during these cycles. Additionally, such conditions could impact the utilization of the
Issuer's manufacturing capacity which may require it to recognize impairment losses on tangible assets
such as property, plant and equipment, as well as intangible assets such as goodwill, customer
relationships or intellectual property.
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b. Cost and Availability of Raw Materials and Energy -- Increases in the cost of energy and raw
materials and/or disruption in the supply of these materials could result in lost sales or
reduced profitability.
Energy is the single largest cost item in the production and distribution of industrial gases. Most of the
Issuer's energy requirements are in the form of electricity, natural gas and diesel fuel for distribution.
The Issuer attempts to minimize the financial impact of variability in these costs through the
management of customer contracts and reducing demand through operational productivity and
energy efficiency. Large customer contracts typically have escalation and pass-through clauses to
recover energy and feedstock costs. Such attempts may not successfully mitigate cost variability,
which could negatively impact the Issuer's financial condition or results of operations. The supply of
energy has not been a significant issue in the geographic areas where the Issuer conducts business.
However, regional energy conditions are unpredictable and may pose future risk.
For carbon dioxide, carbon monoxide, helium, hydrogen, specialty gases and surface technologies, raw
materials are largely purchased from outside sources. Where feasible, the Issuer sources several of
these raw materials, including carbon dioxide, hydrogen and calcium carbide, as chemical or industrial
byproducts. In addition, the Issuer has contracts or commitments for, or readily available sources of,
most of these raw materials; however, their long-term availability and prices are subject to market
conditions. A disruption in supply of such raw materials could impact the Issuer's ability to meet
contractual supply commitments.

c. International Events and Circumstances -- The Issuer's international operations are subject
to the risks of doing business abroad and international events and circumstances may
adversely impact its business, financial condition or results of operations.
The Issuer has substantial international operations which are subject to risks including devaluations in
currency exchange rates, transportation delays and interruptions, political and economic instability
and disruptions, restrictions on the transfer of funds, the imposition of duties and tariffs, import and
export controls, changes in governmental policies, labor unrest, possible nationalization and/or
expropriation of assets, domestic and international tax laws and compliance with governmental
regulations. These events could have an adverse effect on the international operations of the Issuer in
the future by reducing the demand for its products, decreasing the prices at which it can sell its
products, reducing the U.S. dollar value of revenue from international operations or otherwise having
an adverse effect on its business.

d. Global Financial Markets Conditions -- Macroeconomic factors may impact the Issuer's
ability to obtain financing or increase the cost of obtaining financing which may adversely
impact Issuer's financial results and/or cash flows.
Volatility and disruption in the U.S. and global credit and equity markets, from time to time, could
make it more difficult for the Issuer to obtain financing for its operations and/or could increase the
cost of obtaining financing. In addition, the Issuer's borrowing costs can be affected by short- and
long-term debt ratings assigned by independent rating agencies which are based, in significant part,
on its performance as measured by certain criteria such as interest coverage and leverage ratios. A
decrease in these debt ratings could increase the cost of borrowing or make it more difficult to obtain
financing. While the impact of volatility in the global credit markets cannot be predicted with certainty,
the Issuer believes that it has sufficient operating flexibility, cash reserves, and funding sources to
maintain adequate amounts of liquidity to meet its business needs around the world.

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