Obligation Dupont de Nemours 5.25% ( US263534BQ16 ) en USD

Dupont de Nemours

100 % ⇌

Etas-Unis

US263534BQ16 ( en USD )

5.25% par an ( paiement semestriel )

15/12/2016 - Obligation échue

Prospectus brochure de l'obligation DuPont US263534BQ16 en USD 5.25%, échue

2 000 USD

600 000 000 USD

263534BQ1

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

DuPont de Nemours, Inc. est une société américaine de science et de technologie spécialisée dans les matériaux scientifiques, les produits chimiques de spécialité et les produits agricoles.

L'Obligation émise par Dupont de Nemours ( Etas-Unis ) , en USD, avec le code ISIN US263534BQ16, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2016

L'Obligation émise par Dupont de Nemours ( Etas-Unis ) , en USD, avec le code ISIN US263534BQ16, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Dupont de Nemours ( Etas-Unis ) , en USD, avec le code ISIN US263534BQ16, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

e424b5
Page 1 of 33
424B5 1 w14552b5e424b5.htm PROSPECTUS SUPPLEMENT 424(B)(5)
http://www.sec.gov/Archives/edgar/data/30554/000089322006002610/w14552b5e424b5.htm
12/28/2006

e424b5
Page 2 of 33

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-124683
PROSPECTUS SUPPLEMENT
(To prospectus dated May 19, 2005)
$1,000,000,000

E. I. du Pont de Nemours and Company
$600,000,000 5.25% Notes due December 15, 2016
$400,000,000 5.60% Notes due December 15, 2036

We will pay interest on the notes referenced above (collectively, the "Notes") on June 15 and December 15 of each year,
beginning June 15, 2007. We may redeem the Notes prior to maturity, in whole or in part, as described in this prospectus
supplement.

Public
Underwriting

Proceeds before

Offering Price(1)
Discount

expenses

Per 5.25% Note

99.654%

0.45%
99.204%
Total

$597,924,000

$2,700,000

$595,224,000
Per 5.60% Note
98.712%
0.875%
97.837%
Total
$394,848,000
$3,500,000

$391,348,000
(1) Plus accrued interest, if any, from December 15, 2006.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved
of these securities or determined if this prospectus supplement or either accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The Notes will be ready for delivery in book-entry form only through The Depository Trust Company, Clearstream, Luxembourg
or the Euroclear System, as the case may be, on or about December 15, 2006.

Joint Bookrunners
Goldman, Sachs & Co.
Morgan Stanley
Co-Managers
Banc of America Securities, LLC
Citigroup
Credit Suisse
Deutsche Bank Securities
JPMorgan
RBS Greenwich Capital

The date of this prospectus supplement is December 12, 2006.
http://www.sec.gov/Archives/edgar/data/30554/000089322006002610/w14552b5e424b5.htm
12/28/2006

e424b5
Page 3 of 33
http://www.sec.gov/Archives/edgar/data/30554/000089322006002610/w14552b5e424b5.htm
12/28/2006

e424b5
Page 4 of 33

TABLE OF CONTENTS

Page

Prospectus Supplement
About DuPont
S-3
Ratios of Earnings to Fixed Charges
S-3
Use of Proceeds
S-3
Description of Notes
S-4
United States Federal Taxation
S-10
Underwriting
S-14
Legal Opinions
S-16
Prospectus
About this Prospectus
1
Where You Can Find More Information
1
Forward Looking Information
2
About DuPont
3
Use of Proceeds
3
Ratio Of Earnings To Fixed Charges
3
Description of Debt Securities
3
Plan of Distribution
11
Legal Opinion
12
Experts
12
You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not
authorized anyone to provide you with information different from that contained in this prospectus supplement and the accompanying
prospectus. We are offering to sell Notes and making offers to buy Notes only in jurisdictions in which offers and sales are permitted. The
information contained in this prospectus supplement and the accompanying prospectus is accurate only as of the date of this prospectus
supplement, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or any sale of the Notes. In this
prospectus supplement and the accompanying prospectus, the "Company," "we," "us" and "our" refer to E. I. du Pont de Nemours and
Company.
If we use a capitalized term in this prospectus supplement and do not define the term, it is defined in the accompanying prospectus.

The Notes are offered globally for sale only in those jurisdictions in the United States, Canada, Europe, Asia and elsewhere in which it is
lawful to make such offers. See "Underwriting."
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this prospectus supplement and the accompanying prospectus come should inform
themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may
not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in
which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation. See "Underwriting."
References herein to "$" and "dollars" are to the currency of the United States.
S-2
http://www.sec.gov/Archives/edgar/data/30554/000089322006002610/w14552b5e424b5.htm
12/28/2006

e424b5
Page 5 of 33

ABOUT DUPONT
We were founded in 1802 and incorporated in Delaware in 1915. We have been in continuous operation for over 200 years. Our principal
offices are at 1007 Market Street in Wilmington, Delaware.
We are a world leader in science and technology in a range of disciplines including biotechnology, electronics, materials science, safety and
security, and synthetic fibers. We operate globally, manufacturing a wide range of products for distribution and sale to many different markets,
including the transportation, safety and protection, construction, motor vehicle, agriculture, home furnishings, medical, electronics,
communications, protective apparel, and the nutrition and health markets.
We are strategically aligned into five market- and technology-focused growth platforms consisting of Agriculture & Nutrition, Coatings &
Color Technologies, Electronic & Communication Technologies, Performance Materials, and Safety & Protection. In addition to the five
growth platforms, our reportable segments include Pharmaceuticals, which represents our retained interest in Cozaar®/ Hyzaar® drugs. We
include non-aligned and developmental businesses, such as bio-based materials, in Other.
RATIOS OF EARNINGS TO FIXED CHARGES

Nine Months

Ended

September 30,
Year Ended December 31,

2006
2005
2004
2003
2002
2001

Ratio of Earnings to Fixed Charges
7.9
7.0
5.0
2.3
5.5
10.5
USE OF PROCEEDS
We will use the net proceeds from the sale of the Notes, which are expected to be $986,572,000 after payment of expenses related to the
offering, for general corporate purposes. These purposes may include repayment and refinancing of debt, acquisitions, working capital, capital
expenditures and repurchases and redemptions of securities. Pending any specific application, we may initially invest funds in short-term
marketable securities or apply them to the reduction of short-term indebtedness.
S-3
http://www.sec.gov/Archives/edgar/data/30554/000089322006002610/w14552b5e424b5.htm
12/28/2006

e424b5
Page 6 of 33

DESCRIPTION OF NOTES
The following description of the particular terms of the 5.25% Notes due December 15, 2016 (the "5.25% Notes") and the 5.60% Notes
due December 15, 2036 (the "5.60% Notes") offered hereby (referred to in the prospectus as the "Debt Securities") supplements the
description of the general terms and provisions of the Debt Securities included in the accompanying prospectus. The 5.25% Notes and the
5.60% Notes are collectively referred to in this prospectus supplement as the "Notes". Each series constitutes a separate series of notes for
purposes of the Indenture. The following summary of the Notes is qualified in its entirety by reference in the accompanying prospectus to the
description of the indenture dated as of June 1, 1992, between the Company and Deutsche Bank Trust Company Americas, formerly known as
Bankers Trust Company, as trustee ("the Indenture").
General
The 5.25% Notes will mature at par on December 15, 2016. The 5.60% Notes will mature at par on December 15, 2036. The Notes will
constitute part of the senior debt of the Company and will rank pari passu with all other unsecured and unsubordinated indebtedness of the
Company. The Notes will be issued in fully registered form only, in denominations of $2,000 and additional multiples of $1,000. Principal of
and interest on the Notes will be payable, and the transfer of Notes will be registerable, through the Depositary, as described below.
Each 5.25% Note will bear interest from December 15, 2006 at the annual rate of 5.25%. Each 5.60% Note will bear interest from
December 15, 2006, at the annual rate of 5.60%. Interest on the 5.25% Notes and the 5.60% Notes will be payable semiannually on June 15 and
December 15, commencing June 15, 2007, to the person in whose name such Note is registered at the close of business on the immediately
preceding June 1 or December 1.
Interest payable at the maturity of the Notes will be payable to registered holders of the Notes to whom principal is payable. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
If any interest payment date falls on a day that is not a Business Day, the interest payment will be postponed to the next day that is a
Business Day, and no interest on such payment will accrue for the period from and after such interest payment date. If the maturity date of the
Notes falls on a day that is not a Business Day, the payment of interest and principal may be made on the next succeeding Business Day, and
no interest on such payment will accrue for the period from and after the maturity date.
Interest payments for the Notes will include accrued interest from and including the date of issue or from and including the last date in
respect of which interest has been paid, as the case may be, to but excluding the interest payment date or the date of maturity, as the case may
be.
The 5.25% Notes and the 5.60% Notes will each constitute a separate series of Debt Securities under the Indenture.
The Company may, without the consent of the holders of a series of Notes, issue additional notes having the same ranking and the same
interest rate, maturity and other terms as the applicable series of Notes. Any additional notes having such similar terms, together with such
applicable Notes, will constitute a single series of notes under the Indenture. No additional Notes may be issued if an Event of Default has
occurred with respect to the applicable series of Notes.
As used in this prospectus supplement, "Business Day" means any day, other than a Saturday or Sunday, that is not a day on which banking
institutions are authorized or required by law or regulation to close in The City of New York.
Book-Entry, Delivery and Form
The Notes will be issued in the form of one or more fully registered global notes (the "Global Notes") registered in the name of The
Depository Trust Company, New York, New York (the "Depositary" or "DTC") or Cede & Co., the Depositary's nominee. Beneficial interests
in the Global
S-4
http://www.sec.gov/Archives/edgar/data/30554/000089322006002610/w14552b5e424b5.htm
12/28/2006

e424b5
Page 7 of 33

Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect
participants in the Depositary.
Investors may elect to hold interests in the Global Notes through the Depositary, Clearstream Banking Luxembourg S.A. ("Clearstream") or
Euroclear Bank S.A./N.A., as operator of the Euroclear System ("Euroclear") if they are participants of such systems, or indirectly through
organizations which are participants in such systems. Clearstream and Euroclear will hold interests on behalf of their participants through
customers' securities accounts in Clearstream's and Euroclear's names on the books of their respective depositaries, which in turn will hold
such interests in customers' securities accounts in the depositaries' names on the books of the Depositary. Citibank, N.A. will act as depositary
for Clearstream and JPMorgan Chase Bank, N.A., successor to The Chase Manhattan Bank, will act as depositary for Euroclear (in such
capacities, the "U.S. Depositaries"). Beneficial interest in the Global Notes will be held in denominations of $2,000 and additional multiples of
$1,000. Except as described below, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or
to a successor of the Depositary or its nominee.
The Depositary has advised the Company as follows: the Depositary is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. The Depositary holds securities deposited with it by its participants and records the settlement
of transactions among its participants in such securities through electronic computerized book-entry changes in accounts of the participants,
thereby eliminating the need for physical movement of securities certificates. The Depositary's participants include securities brokers and
dealers (including the Underwriters), banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their
representatives) own the Depositary. Access to the Depositary book-entry system is also available to others, such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.
Clearstream advises that it is incorporated under the laws of Luxembourg as a bank. Clearstream holds securities for its customers
("Clearstream Customers") and facilitates the clearance and settlement of securities transactions between Clearstream Customers through
electronic book-entry transfers between their accounts. Clearstream provides to Clearstream Customers, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream
interfaces with domestic securities markets in over 30 countries through established depository and custodial relationships. As a bank,
Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance
du Secteur Financier). Clearstream Customers are recognized financial institutions around the world, including underwriters, securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations. Clearstream's U.S. customers are limited to
securities brokers and dealers and banks. Indirect access to Clearstream is also available to other institutions such as banks, brokers, dealers and
trust companies, that clear through or maintain a custodial relationship with a Clearstream Customer.
Distributions with respect to the Notes held through Clearstream will be credited to cash accounts of Clearstream Customers in accordance
with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream.
Euroclear advises that it was created in 1968 to hold securities for its participants ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need
for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other
services, including securities lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by
Euroclear Bank S.A./N.A. (the "Euroclear Operator"), under contract with Euroclear Clearance Systems, S.C., a Belgian cooperative
corporation (the "Cooperative").
S-5
http://www.sec.gov/Archives/edgar/data/30554/000089322006002610/w14552b5e424b5.htm
12/28/2006

e424b5
Page 8 of 33

All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are
accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear
Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial
intermediaries and may include the Underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a
custodial relationship with a Euroclear Participant, either directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of
Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the "Terms and
Conditions"). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from
Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only
on behalf of Euroclear Participants and has no record of or relationship with persons holding through Euroclear Participants.
Distributions with respect to the Notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in
accordance with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear.
Euroclear further advises that investors that acquire, hold and transfer interests in the Notes by book-entry through accounts with the
Euroclear Operator or any other securities intermediary are subject to the laws and contractual provisions governing their relationship with their
intermediary, as well as the laws and contractual provisions governing the relationship between such an intermediary and each other
intermediary, if any, standing between themselves and the Global Notes.
The Euroclear Operator advises as follows: Under Belgian law, investors that are credited with securities on the records of the Euroclear
Operator have a co-property right in the fungible pool of interests in securities on deposit with the Euroclear Operator in an amount equal to the
amount of interests in securities credited to their accounts. In the event of the insolvency of the Euroclear Operator, Euroclear Participants
would have a right under Belgian law to the return of the amount and type of interests in securities credited to their accounts with the Euroclear
Operator. If the Euroclear Operator did not have a sufficient amount of interests in securities on deposit of a particular type to cover the claims
of all Participants credited with such interests in securities on the Euroclear Operator's records, all Participants having an amount of interests in
securities of such type credited to their accounts with the Euroclear Operator would have the right under Belgian law to the return of their pro
rata share of the amount of interests in securities actually on deposit.
Under Belgian law, the Euroclear Operator is required to pass on the benefits of ownership in any interests in securities on deposit with it
(such as dividends, voting rights and other entitlements) to any person credited with such interests in securities on its records.
Individual certificates in respect of the Notes will not be issued in exchange for the Global Notes, except in very limited circumstances. If
DTC notifies the Company that it is unwilling or unable to continue as a clearing system in connection with the Global Notes, or ceases to be a
clearing agency registered under the Exchange Act, and a successor clearing system is not appointed by the Company within 90 days after
receiving such notice from DTC or upon becoming aware that DTC is no longer so registered, the Company will issue or cause to be issued
individual certificates in registered form on registration of transfer of, or in exchange for, book-entry interests in the Notes represented by such
Global Notes upon delivery of such Global Notes for cancellation.
Title to book-entry interests in the Notes will pass by book-entry registration of the transfer within the records of Clearstream, Euroclear or
DTC, as the case may be, in accordance with their respective procedures. Book-entry interests in the Notes may be transferred within
Clearstream and within Euroclear
S-6
http://www.sec.gov/Archives/edgar/data/30554/000089322006002610/w14552b5e424b5.htm
12/28/2006

e424b5
Page 9 of 33

and between Clearstream and Euroclear in accordance with procedures established for these purposes by Clearstream and Euroclear. Book-
entry interests in the Notes may be transferred within DTC in accordance with procedures established for this purpose by DTC. Transfers of
book-entry interests in the Notes among Clearstream and Euroclear and DTC may be effected in accordance with procedures established for
this purpose by Clearstream, Euroclear and DTC.
A further description of the Depositary's procedures with respect to the Global Notes is set forth in the accompanying prospectus under
"Description of Debt Securities -- Global Securities." The Depositary has confirmed to the Company, the Underwriters and the Trustee that it
intends to follow such procedures.
Global Clearance and Settlement Procedures
Initial settlement for the Notes will be made in immediately available funds. We will make all payments of principal, premium, if any, and
interest in respect of the Notes in immediately available funds while the Notes are held in book-entry only form. Secondary market trading
between DTC participants will occur in the ordinary way in accordance with the Depositary's rules and will be settled in immediately available
funds using the Depositary's Same-Day Funds Settlement System. Secondary market trading between Clearstream Customers and/or Euroclear
Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and
will be settled using the procedures applicable to conventional Eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through the Depositary on the one hand, and directly or indirectly
through Clearstream Customers or Euroclear Participants, on the other, will be effected in the Depositary in accordance with the Depositary's
rules on behalf of the relevant European international clearing system by its U.S. Depositary; however, such cross-market transactions will
require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its
rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by
delivering interests in the Notes to or receiving interests in the Notes from the Depositary, and making or receiving payment in accordance with
normal procedures for same-day funds settlement applicable to the Depositary. Clearstream Customers and Euroclear Participants may not
deliver instructions directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of interests in the Notes received in Clearstream or Euroclear as a result of a transaction with a
DTC participant will be made during subsequent securities settlement processing and dated the business day following the Depositary
settlement date. Such credits or any transactions involving interests in such Notes settled during such processing will be reported to the relevant
Clearstream Customers or Euroclear Participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of
interests in the Notes by or through a Clearstream Customer or a Euroclear Participant to a DTC participant will be received with value on the
Depositary settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following
settlement in the Depositary.
Although the Depositary, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of interests in
the Notes among participants of the Depositary, Clearstream and Euroclear, they are under no obligation to perform or continue to perform
such procedures and such procedures may be changed or discontinued at any time.
Optional Redemption
The 5.25% Notes will be redeemable as a whole at any time or in part from time to time, at the option of the Company, at a redemption
price equal to the greater of (i) 100% of the principal amount of the 5.25% Notes or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon from the redemption date to the applicable maturity date (exclusive of any accrued
interest) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of
S-7
http://www.sec.gov/Archives/edgar/data/30554/000089322006002610/w14552b5e424b5.htm
12/28/2006

e424b5
Page 10 of 33

twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in each case, any interest accrued but not paid to the date of redemption.
The 5.60% Notes will be redeemable as a whole at any time or in part from time to time, at the option of the Company, at a redemption
price equal to the greater of (i) 100% of the principal amount of the 5.60% Notes or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon from the redemption date to the applicable maturity date (exclusive of any accrued
interest) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 20 basis points, plus, in each case, any interest accrued but not paid to the date of redemption.
"Treasury Rate" means, with respect to any redemption date for the Notes (i) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively
traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date for the Notes, yields for
the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if that release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date. The Treasury Rate shall
be calculated on the third business day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes, as the case may be, to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining
term of such securities. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after
consultation with the Company.
"Comparable Treasury Price" means with respect to any redemption date for the Notes (i) the average of four Reference Treasury Dealer
Quotations for that redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the trustee
obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and two other primary
U.S. Government securities dealers in New York City (each, a "Primary Treasury Dealer") appointed by the trustee in consultation with the
Company; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor
another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the trustee by that Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day
preceding that redemption date.
Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the
Notes or portions thereof called for redemption.
S-8
http://www.sec.gov/Archives/edgar/data/30554/000089322006002610/w14552b5e424b5.htm
12/28/2006