UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
Issuance of Notes
On March 9, 2023, TransDigm Inc. (“TransDigm”), a wholly-owned subsidiary of TransDigm Group Incorporated (“TransDigm Group”), completed the previously announced offering of an additional $1,100 million in aggregate principal amount of 6.75% Senior Secured Notes due 2028 (the “New Notes”) at an issue price of 99% of the principal amount plus accrued interest. TransDigm intends to use the net proceeds from the offering of the New Notes to redeem all of its outstanding 8.00% senior secured notes due 2025, the aggregate principal amount of which is also $1,100 million. As a result of this transaction, TransDigm’s nearest term loan or note maturity will now be March 2026.
The New Notes are an additional issuance of the $1,000 million aggregate principal amount of 6.75% Senior Secured Notes due 2028 that were previously issued on February 24, 2023 (the “Initial Notes” and, collectively with the New Notes, the “Notes”). The New Notes were issued in a private offering to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 (the “Securities Act”) and to non-U.S. persons outside the United States under Regulation S under the Securities Act . The New Notes are of the same class and series as, and otherwise identical to, the Initial Notes, other than with respect to the date of issuance and issue price.
The New Notes were issued pursuant to an indenture, dated as of February 24, 2023 (the “Base Indenture”), as supplemented by the first supplemental indenture, dated as of March 9, 2023 (the “Supplemental Indenture”; the Base Indenture as supplemented by the Supplemental Indenture, the “Indenture”), among TransDigm, as issuer, TransDigm Group, TransDigm UK Holdings plc (“TransDigm UK”) and the other subsidiaries of TransDigm party thereto, as guarantors, The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) and US collateral agent, and The Bank of New York Mellon, as UK collateral agent.
The Notes bear interest at the rate of 6.75% per annum, which accrues from February 24, 2023 and is payable in arrears on February 15 and August 15 of each year, commencing on August 15, 2023. The Notes mature on August 15, 2028, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the Indenture.
TransDigm may redeem some or all of the Notes at the redemption prices and on the terms specified in the Indenture. If TransDigm Group or TransDigm experiences specific kinds of changes in control or TransDigm Group or any of its restricted subsidiaries sells certain of its assets, then TransDigm must offer to repurchase the Notes on the terms set forth in the Indenture.
The Notes are TransDigm’s senior secured obligations. The Notes are guaranteed on a senior secured basis by TransDigm Group, TransDigm UK and, other than immaterial subsidiaries and certain other exceptions, all of TransDigm’s existing and future U.S. subsidiaries. The Notes and guarantees rank equally in right of payment with all of TransDigm’s and the guarantors’ existing and future senior indebtedness, senior in right of payment to any of TransDigm’s and the guarantors’ existing and future indebtedness that is, by its terms, expressly subordinated in right of payment to the Notes and guarantees, and structurally subordinated to all of the liabilities of TransDigm’s non-guarantor subsidiaries.
The Indenture contains certain covenants that, among other things, limit TransDigm’s ability, and the ability of certain of its subsidiaries, to incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt, make certain investments, engage in certain transactions with affiliates, consummate certain assets sales, effect a consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all assets, incur or suffer to exist liens securing indebtedness and engage in certain business activities. The Indenture contains events of default customary for agreements of its type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to TransDigm, all outstanding Notes will become due and payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare all of the Notes to be due and payable immediately.
The above summary of the Indenture is qualified in its entirety by reference to the Base Indenture and the Supplemental Indenture, which are attached hereto as Exhibits 4.1 and 4.3, respectively, and are incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRANSDIGM GROUP INCORPORATED | ||||
| By: | /s/ Michael J. Lisman | |||
| Name: | Michael J. Lisman | |||
| Title: | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||
Dated: March 9, 2023
Exhibit 4.3
[Execution]
FIRST SUPPLEMENTAL INDENTURE
Dated as of March 9, 2023
by and among
TRANSDIGM INC.,
TRANSDIGM GROUP INCORPORATED,
THE GUARANTORS NAMED HEREIN,
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee and US Collateral Agent
and
THE BANK OF NEW YORK MELLON,
as UK Collateral Agent
to the
INDENTURE
Dated as of February 24, 2023
by and among
TRANSDIGM, INC.
TRANSDIGM GROUP INCORPORATED,
THE GUARANTORS NAMED THEREIN,
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee and US Collateral Agent
and
THE BANK OF NEW YORK MELLON,
as UK Collateral Agent
Additional $1,100,000,000 6.75% Senior Secured Notes due 2028 of TransDigm Inc.
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 9, 2023, among TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“Holdings”), the Guarantors party hereto (the “Guarantors”), The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”) and a notes collateral agent (the “US Collateral Agent”), and The Bank of New York Mellon, as a notes collateral agent (the “UK Collateral Agent”; each of the US Collateral Agent and the UK Collateral Agent, individually, a “Notes Collateral Agent” and, collectively, the “Notes Collateral Agents”).
RECITALS
WHEREAS, the Company, Holdings, certain of the Guarantors, the Trustee and the Notes Collateral Agents have heretofore executed and delivered an Indenture, dated as of February 24, 2023 (as amended or supplemented from time to time prior to the date hereof, the “Base Indenture”, and such date, the “Original Issue Date”), providing for the issuance by the Company on the Original Issue Date of $1,000,000,000 aggregate principal amount of the Company’s 6.75% Senior Secured Notes due 2028 (the “Initial Notes”);
WHEREAS, Section 2.14 of the Base Indenture provides, among other things, that the Company may issue, in accordance with the terms of the Base Indenture, Additional Notes under the Base Indenture with identical terms as the Initial Notes issued on the Original Issue Date, other than with respect to the date of issuance and issue price;
WHEREAS, the Company, Holdings and the Guarantors have entered into that certain Purchase Agreement dated as of February 23, 2023, among themselves and Goldman Sachs & Co. LLC, as representative of the several initial purchasers named in Schedule A thereto, pursuant to which, among other things, on the date hereof, the Company will issue an additional $1,100,000,000 of 6.75% Senior Secured Notes due 2028 as Additional Notes (the “March 2023 Additional Notes”);
WHEREAS, the March 2023 Additional Notes will have identical terms and conditions as the Initial Notes, other than with respect to the date of issuance and the issue price;
WHEREAS, certain duly authorized Officers of the Company have heretofore executed and delivered to the Trustee and the Notes Collateral Agents an Officers’ Certificate (the “Additional Notes Certificate”) establishing the terms of the March 2023 Additional Notes in accordance with Section 2.14 of the Base Indenture;
WHEREAS, the Company intends by this Supplemental Indenture to provide for the issuance of the March 2023 Additional Notes as Additional Notes under the Indenture;
WHEREAS, pursuant to Section 9.01(f) of the Base Indenture, the Company, the Guarantors, the Trustee and the Notes Collateral Agents are authorized to provide for the issuance of Notes issued after the Original Issue Date in accordance with the limitations set forth in the Base Indenture without the consent of any Holder;
WHEREAS, the Company, the Guarantors, the Trustee and the Notes Collateral Agents intend to execute and deliver this Supplemental Indenture to provide for the issuance of the March 2023 Additional Notes as Additional Notes under the Base Indenture without the consent of any Holder; and
WHEREAS, all things necessary to make the March 2023 Additional Notes, when executed by the Company and authenticated and delivered by the Trustee, issued upon the terms and subject to the conditions set forth in the Additional Notes Certificate, this Supplemental Indenture and the Base Indenture and delivered as provided in the Base Indenture against payment therefor, valid, binding and legal obligations of the Company according to their terms, and all actions required to be taken by the Company, Holdings and the Guarantors under the Base Indenture to make this Supplemental Indenture a valid, binding and legal agreement of the Company, Holdings and the Guarantors, have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions.
(a) Capitalized terms used herein without definition shall have the meanings assigned to them in the Base Indenture.
(b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Base Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE 2
MARCH 2023 ADDITIONAL NOTES
Section 2.01 Creation of the March 2023 Additional Notes.
(a) In accordance with Sections 2.14 and 9.01(f) of the Base Indenture, the Company hereby provides for the issuance of the March 2023 Additional Notes as Additional Notes under the Base Indenture substantially in the form of Exhibit A to the Base Indenture, as modified by the Additional Notes Certificate, the terms of which are hereby incorporated and made a part of this Supplemental Indenture. The March 2023 Additional Notes will be issued at an issue price of 99.00% of the principal amount thereof, plus accrued interest from February 24, 2023 to, but excluding, the date hereof. Interest on the March 2023 Additional Notes will accrue from February 24, 2023. The March 2023 Additional Notes and the Initial Notes shall be treated as a single class for all purposes under the Indenture and the other Notes Documents.
(b) On the date hereof, the Trustee shall authenticate and deliver an additional $1,100,000,000 of 6.75% Senior Secured Notes due 2028 upon a written order of the Company signed by two Officers or by an Officer and an Assistant Secretary of the Company in accordance with Section 2.02 of the Base Indenture. As provided in the Additional Notes Certificate, the authentication of such March 2023 Additional Notes by the Trustee may be by manual or electronic signature, notwithstanding anything in the Base Indenture to the contrary, including, without limitation, Section 2.02 thereof.
Section 2.02 The Notes. The March 2023 Additional Notes initially will be issued in the form of Global Notes as follows:
(a) certificate No. 144A-3 (CUSIP No. 893647 BR7/ ISIN No. US893647BR70) in the aggregate principal amount of $500,000,000;
(b) certificate No. 144A-4 (CUSIP No. 893647 BR7/ ISIN No. US893647BR70) in the aggregate principal amount of $500,000,000;
(c) certificate No. 144A-5 (CUSIP No. 893647 BR7/ ISIN No. US893647BR70) in the aggregate principal amount of $99,800,000; and
(d) certificate No. S-2 (Temporary CUSIP No. U8936P AY9/ Temporary ISIN No. USU8936PAY98; Permanent CUSIP No. U8936P AX1/ Permanent ISIN No. USU8936PAX16) in the aggregate principal amount of $200,000.
Section 2.03 Reaffirmation of Mortgage Obligations.
In accordance with Section 12.05 of the Base Indenture, in the case of material real property that will secure the Notes Obligations and constitute Collateral (each, a “Mortgaged Property”), the Company and certain Grantors shall deliver to the applicable Notes Collateral Agent, within 180 days after the Original Issue Date (or such later date that the Company delivers executed mortgage amendments and related deliverables required pursuant to the amendment to the Credit Facilities entered into in connection with the Transactions on the Original Issue Date), certain Mortgages in favor of the applicable Notes Collateral Agent for the ratable benefit of the Holders of the Notes as security for payment of the Notes Obligations in respect of the Notes. The Company and such Grantors hereby affirm, for the avoidance of doubt, that such Mortgages shall secure the Additional Notes Obligations as required by Section 12.05 of the Base Indenture.
ARTICLE 3
MISCELLANEOUS
Section 3.01 Ratification of the Base Indenture; Supplemental Indenture part of Indenture.
The Base Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
Section 3.02 New York Law to Govern.
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE MARCH 2023 ADDITIONAL NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 3.03 Counterpart Originals.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
Section 3.04 Effect of Headings.
The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
Section 3.05 The Trustee and Notes Collateral Agents.
None of the Trustee or the Notes Collateral Agents shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company, Holdings and the Guarantors.
Section 3.06 Successors.
All agreements of the Company, Holdings and each Guarantor in this Supplemental Indenture and the March 2023 Additional Notes shall bind their respective successors. All agreements of the Trustee and the Notes Collateral Agents in this Supplemental Indenture shall bind their respective successors.
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.
| TRANSDIGM INC. | ||
| By: | /s/ Michael J. Lisman | |
| Name: Michael J. Lisman | ||
| Title: Executive Vice President and Chief | ||
| Financial Officer | ||
| TRANSDIGM GROUP INCORPORATED | ||
| By: | /s/ Michael J. Lisman | |
| Name: Michael J. Lisman | ||
| Title: Executive Vice President and Chief | ||
| Financial Officer | ||
[Signature Page to the First Supplemental Indenture – 6.75% Senior Secured Notes due 2028]
| ACME AEROSPACE, INC. |
| ADAMS RITE AEROSPACE, INC. |
| AEROCONTROLEX GROUP, INC. |
| AIRBORNE ACQUISITION, INC. |
| AIRBORNE GLOBAL, INC. |
| AIRBORNE HOLDINGS, INC. |
| AIRBORNE SYSTEMS NA INC. |
| AIRBORNE SYSTEMS NORTH AMERICA INC. |
| AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. |
| AMSAFE GLOBAL HOLDINGS, INC. |
| AMSAFE, INC. |
| ANGUS ELECTRONICS CO. |
| APICAL INDUSTRIES, INC. |
| ARKWIN INDUSTRIES, INC. |
| ARMTEC COUNTERMEASURES CO. |
| ARMTEC COUNTERMEASURES TNO CO. |
| ARMTEC DEFENSE PRODUCTS CO. |
| AUXITROL WESTON USA, INC. |
| AVIATION TECHNOLOGIES, INC. |
| AVIONICS SPECIALTIES, INC. |
| AVTECHTYEE, INC. |
| BRIDPORT HOLDINGS, INC. |
| BRIDPORT-AIR CARRIER, INC. |
| BRUCE AEROSPACE INC. |
| CENTURY HELICOPTERS, INC. |
| CHELTON AVIONICS HOLDINGS, INC. |
| CHELTON AVIONICS, INC. |
| CHELTON DEFENSE PRODUCTS, INC. |
| DART AEROSPACE USA, INC. |
| DART BUYER, INC. |
| DART HELICOPTER SERVICES, INC. |
| DART INTERMEDIATE, INC. |
| DART TOPCO, INC. |
| DATA DEVICE CORPORATION |
| DUKES AEROSPACE, INC. |
| ESTERLINE INTERNATIONAL COMPANY, each as Guarantor |
| By: | /s/ Liza Sabol | |
| Name: | Liza Sabol | |
| Title: | Treasurer |
[Signature Page to the First Supplemental Indenture – 6.75% Senior Secured Notes due 2028]
| ESTERLINE TECHNOLOGIES CORPORATION |
| HARTWELL CORPORATION |
| HELI TECH, INC. |
| HYTEK FINISHES CO. |
| ILC HOLDINGS, INC. |
| JANCO CORPORATION |
| KIRKHILL INC. |
| KORRY ELECTRONICS CO. |
| LEACH HOLDING CORPORATION |
| LEACH INTERNATIONAL CORPORATION |
| LEACH TECHNOLOGY GROUP, INC. |
| MARATHONNORCO AEROSPACE, INC. |
| MASON ELECTRIC CO. |
| MCKECHNIE AEROSPACE DE, INC. |
| MCKECHNIE AEROSPACE HOLDINGS, INC. |
| NAT SEATTLE INC. |
| NMC GROUP, INC. |
| NORTH HILLS SIGNAL PROCESSING CORP. |
| NORWICH AERO PRODUCTS INC. |
| OFFSHORE HELICOPTER SUPPORT SERVICES, INC. |
| PALOMAR PRODUCTS, INC. |
| PARAVION TECHNOLOGY, INC. |
| PEXCO AEROSPACE, INC. |
| PNEUDRAULICS, INC. |
| POWER DEVICE CORPORATION |
| SEMCO INSTRUMENTS, INC. |
| SHIELD RESTRAINT SYSTEMS, INC. |
| SIMPLEX MANUFACTURING CO. |
| SKANDIA, INC. |
| SKURKA AEROSPACE INC. |
| TA AEROSPACE CO. |
| TACTAIR FLUID CONTROLS, INC. |
| TDG ESL HOLDINGS INC. |
| TEAC AEROSPACE TECHNOLOGIES, INC. |
| TEXAS ROTRONICS, INC. |
| YOUNG & FRANKLIN INC., each as Guarantor |
| By: | /s/ Liza Sabol | |
| Name: | Liza Sabol | |
| Title: | Treasurer |
[Signature Page to the First Supplemental Indenture – 6.75% Senior Secured Notes due 2028]
| 17111 WATERVIEW PKWY LLC | ||
| By: | Esterline Technologies Corporation, | |
| as its manager | ||
| BETA TRANSFORMER TECHNOLOGY LLC | ||
| By: | Power Device Corporation, | |
| as its sole member | ||
| CMC ELECTRONICS AURORA LLC | ||
| By: | Esterline Technologies Corporation, | |
| as its sole member | ||
| ELECTROMECH TECHNOLOGIES LLC | ||
| By: | McKechnie Aerospace US LLC, as its sole member | |
| By: | McKechnie Aerospace DE, Inc., as its sole member | |
| ESTERLINE EUROPE COMPANY LLC | ||
| By: | Esterline Technologies Corporation, | |
| as its sole member | ||
| ESTERLINE TECHNOLOGIES SGIP, LLC | ||
| By: | Esterline Technologies Corporation, | |
| as its sole member | ||
| JOHNSON LIVERPOOL LLC | ||
| By: | Young & Franklin Inc., as its sole member | |
| LEACH MEXICO HOLDING LLC | ||
| By: | Leach International Corporation, as its sole member | |
| MCKECHNIE AEROSPACE US LLC | ||
| By: | McKechnie Aerospace DE, Inc., as its sole member | |
| NORTH HILLS SIGNAL PROCESSING OVERSEAS LLC | ||
| By: | North Hills Signal Processing Corp., as its sole member | |
| TRANSICOIL LLC | ||
| By: | Aviation Technologies, Inc., as its sole member, | |
| each as Guarantor | ||
| By: | /s/ Liza Sabol | |
| Name: | Liza Sabol | |
| Title: | Treasurer |
[Signature Page to the First Supplemental Indenture – 6.75% Senior Secured Notes due 2028]
| AEROSONIC LLC | ||
| AVIONIC INSTRUMENTS LLC | ||
| BREEZE-EASTERN LLC | ||
| CDA INTERCORP LLC | ||
| CEF INDUSTRIES, LLC | ||
| CHAMPION AEROSPACE LLC | ||
| HARCOSEMCO LLC | ||
| NORDISK AVIATION PRODUCTS LLC | ||
| By: | Telair US LLC, as its sole member | |
| SCHNELLER LLC | ||
| SYMETRICS INDUSTRIES, LLC | ||
| TELAIR US LLC | ||
| WHIPPANY ACTUATION SYSTEMS, LLC | ||
| Each By: TransDigm Inc., as its sole member, | ||
| each as Guarantor | ||
| By: | /s/ Michael J. Lisman | |
| Name: | Michael J. Lisman | |
| Title: | Executive Vice President and Chief Financial Officer | |
| AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC., as a Guarantor | ||
| By: | /s/ Michael J. Lisman | |
| Name: | Michael J. Lisman | |
| Title: | Chairman of the Board and Chief Executive Officer | |
| BRIDPORT ERIE AVIATION, INC., as a Guarantor | ||
| By: | /s/ Liza Sabol | |
| Name: | Liza Sabol | |
| Title: | Chairman of the Board and President | |
| TRANSDIGM UK HOLDINGS PLC, as a Guarantor | ||
| By: | /s/ Liza Sabol | |
| Name: | Liza Sabol | |
| Title: | Director | |
[Signature Page to the First Supplemental Indenture – 6.75% Senior Secured Notes due 2028]
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and the US Collateral Agent | ||
| By: | /s/ April Bradley | |
| Name: April Bradley | ||
| Title: Vice President | ||
| THE BANK OF NEW YORK MELLON, as the UK Collateral Agent | ||
| By: | /s/ Francine Kincaid | |
| Name: Francine Kincaid | ||
| Title: Vice President | ||
[Signature Page to the First Supplemental Indenture – 6.75% Senior Secured Notes due 2028]