-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V57dfrdPuaOfbIC/fg8wPJo5mxO0Igh4HBa/HlVHPucf+UCPSJSKqS3Z2bE1qs1E LqcFVnx1LfxxEjKtb2Ah7Q== 0000900421-98-000044.txt : 19980812 0000900421-98-000044.hdr.sgml : 19980812 ACCESSION NUMBER: 0000900421-98-000044 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980811 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXXAM GROUP HOLDINGS INC CENTRAL INDEX KEY: 0001029500 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 760518669 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 333-18723 FILM NUMBER: 98681664 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 2600 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7139757600 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 2600 CITY: HOUSTON STATE: TX ZIP: 77057 10-Q/A 1 MGHI 2ND QTR. 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A NO. 1 --------------- QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 Commission File Number 333-18723 MAXXAM GROUP HOLDINGS INC. (Exact name of Registrant as specified in its charter) DELAWARE 76-0518669 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification Number) organization) 5847 SAN FELIPE, SUITE 2600 77057 HOUSTON, TEXAS (Zip Code) (Address of Principal Executive Offices) Registrant's telephone number, including area code: (713) 975-7600 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Number of shares of common stock outstanding at July 31, 1998: 1,000 Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A. EXHIBITS: 4.1 Indenture between Scotia LLC and State Street Bank and Trust Company ("State Street"), as Trustee, regarding the Timber Notes (incorporated herein by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q of MAXXAM for the quarter ended June 30, 1998, File No. 1-3924; the "MAXXAM June 30, 1998 10-Q") 4.2 Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Proceeds among Scotia LLC, Fidelity National Title Insurance Company, as Trustee, and State Street, as Collateral Agent (incorporated herein by reference to Exhibit 4.2 to the MAXXAM June 30, 1998 10-Q) 4.3 Credit Agreement among Scotia LLC, Bank of America National Trust and Savings Association and other financial institutions party thereto (incorporated herein by reference to Exhibit 4.3 to the MAXXAM June 30, 1998 10-Q) **4.4 First Supplemental Indenture dated as of July 8, 1998, to the Indenture dated as of December 23, 1996, between the Company and U.S. Bank Trust National Association, as Trustee **4.5 Second Supplemental Indenture dated as of July 29, 1998, to the Indenture dated as of December 23, 1996, between the Company and U.S. Bank Trust National Association, as Trustee *10.1 New Master Purchase Agreement between Pacific Lumber and Scotia LLC * 10.2 New Services Agreement between Pacific Lumber and Scotia LLC *10.3 New Additional Services Agreement between Pacific Lumber and Scotia LLC *10.4 New Reciprocal Rights Agreement among Pacific Lumber, Scotia LLC and Salmon Creek *10.5 New Environmental Indemnification Agreement between Pacific Lumber and Scotia LLC *27 Financial Data Schedule - ------------- * Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q dated July 31, 1998; File No. 333-18723 ** Included with this filing SIGNATURES 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 thereunto duly authorized, who has signed this report on behalf of the Registrant and as the principal accounting officer of the Registrant. MAXXAM GROUP HOLDINGS INC. Date: August 10, 1998 By: /S/ PAUL N. SCHWARTZ Paul N. Schwartz Vice President, Chief Financial Officer and Director Date: August 10, 1998 By: /S/ ELIZABETH D. BRUMLEY Elizabeth D. Brumley Assistant Controller (Principal Accounting Officer) EX-4 2 EXHIBIT 4.4 TO MGHI 10-Q/A MAXXAM GROUP HOLDINGS INC. $130,000,000 12% Senior Secured Notes due 2003 FIRST SUPPLEMENTAL INDENTURE Dated as of July 8, 1998 to INDENTURE Dated as of December 23, 1996 -------------------- U.S. Bank Trust National Association, Trustee FIRST SUPPLEMENTAL INDENTURE, dated as of July 8, 1998, between MAXXAM Group Holdings Inc., a Delaware corporation (the "Company"), and U.S. Bank Trust National Association, a national banking association (formerly known as First Bank National Association), as Trustee (the "Trustee"). WHEREAS, the Company and First Bank National Association, as trustee, executed an Indenture, dated as of December 23, 1996 (the "Indenture"), in respect of $130,000,000 aggregate principal amount of 12% Senior Secured Notes due 2003; WHEREAS, the Indenture was also executed by MAXXAM Inc., a Delaware corporation ("MAXXAM"), to confirm its agreements set forth in Article 12 of the Indenture; WHEREAS, for all purposes of this First Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this First Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture; WHEREAS, Section 9.02 of the Indenture permits the Company and the Trustee, with the written consent of the Holders of at least a majority of the aggregate principal amount of the Securities then outstanding, to amend, supplement or otherwise modify the Indenture or the Securities as hereinafter provided; and WHEREAS, all conditions and requirements necessary to make this First Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized. NOW, THEREFORE, in consideration of the above premises, each party agrees, for the benefit of the other and for the equal and ratable benefit of the Holders of the Securities, as follows: ARTICLE I AMENDMENTS The Indenture is hereby amended as follows: 1. The definition of the term "Asset Sale" in Section 1.01 of the Indenture is hereby amended by adding the words "or New Timber Notes" after the words "Timber Notes" in the second parenthetical of such definition. 2. The definition of the term "Consolidated Cash Flow Coverage Ratio" in Section 1.01 of the Indenture is hereby amended by adding the words "or New Timber Notes" after the words "Timber Notes" in the second parenthetical of such definition. 3. The definition of the term "Consolidated Interest Expense" in Section 1.01 of the Indenture is hereby amended by adding the words "or New Timber Notes" after the words "Timber Notes" in the last clause of such definition and by adding the following sentence at the end of such definition: Notwithstanding the foregoing, if any New Timber Notes are issued, for each fiscal quarter preceding the New Timber Notes Issuance Date, Consolidated Interest Expense shall be reduced by $10.0 million. 4. The definition of the term "Deed of Trust" in Section 1.01 of the Indenture is hereby amended by inserting the words ", prior to the New Timber Notes Issuance Date," after the words "`Deed of Trust' means" and by deleting the period at the end of such definition and substituting the following therefor: , and, from and after the New Timber Notes Issuance Date, any deed of trust or other security document which grants a Lien on assets of Scotia Pacific as security for the obligations of Scotia Pacific under or in connection with any New Timber Notes, any New Timber Note Indenture or any revolving credit agreement or any other liquidity arrangement in connection with any New Timber Notes, as any of the same may be amended, supplemented or otherwise modified from time to time. 5. The definition of the term "EBITDA" in Section 1.01 of the Indenture is hereby amended by adding the words "or New Timber Notes" after the words "Timber Notes" in clause (A) of such definition. 6. The following three definitions are hereby inserted in Section 1.01 of the Indenture in the appropriate alphabetical order: "NEW TIMBER NOTES" means any secured notes in an aggregate original principal amount not exceeding $900,000,000 issued by Scotia Pacific during the period from July 1, 1998 through September 30, 1998 (and any secured notes issued by Scotia Pacific in exchange for such secured notes pursuant to one or more exchange offers registered under the Securities Act), as any such secured notes may be amended, supplemented or otherwise modified from time to time, provided that any New Timber Notes outstanding on the New Timber Notes Issuance Date (i) are collateralized by timberlands comprising at least a majority (measured by area) of the timberlands then owned by Pacific Lumber and the other Restricted Subsidiaries of the Company, and (ii) are initially rated "BBB" or higher by Standard & Poor's Rating Services, a Division of The McGraw Hill Companies, Inc. and "Baa2" or higher by Moody's Investor Service, Inc., or any successor to any such corporation's business of rating securities. "NEW TIMBER NOTES ISSUANCE DATE" means the first date on which any New Timber Notes shall be outstanding. "NEW TIMBER NOTE INDENTURE" means, at any time, any indenture pursuant to which any New Timber Notes outstanding at such time were issued, as such indenture has been or may be amended, supplemented or otherwise modified from time to time. 7. The definition of the term "Scotia Pacific" in Section 1.01 of the Indenture is hereby amended by deleting the word "corporation" after the word "successor" and replacing it with the word "entity". 8. The definition of the term "Scotia Pacific Agreements" in Section 1.01 of the Indenture is hereby amended by inserting the words "(i) prior to the New Timber Notes Issuance Date," after the words "`Scotia Pacific Agreements' means" and by deleting the period at the end of such definition and substituting the following therefor: and (ii) from and after the New Timber Notes Issuance Date, any agreements between Scotia Pacific and Pacific Lumber (or among Scotia Pacific, Pacific Lumber and Salmon Creek) in effect on the date of issuance of any New Timber Notes as the same may be amended after such date in accordance with the terms thereof, including, without limitation, any master purchase agreement, any services agreement, any additional services agreement, any environmental indemnification agreement and any reciprocal rights agreement entered into in connection with New Timber Notes. 9. The definition of the term "Unrestricted Subsidiary" in Section 1.01 of the Indenture is hereby amended by adding the words "or New Timber Notes" after the words "Timber Notes" in the parenthetical of the third sentence of such definition. 10. Section 4.03(a) of the Indenture is hereby amended by deleting the parenthetical "(other than Scotia Pacific so long as there are any Timber Notes outstanding)" therein. 11. The first clause of Section 4.03(b) of the Indenture is hereby amended by inserting the number "(x)," immediately preceding the number "(xi)" in the first parenthetical of such subsection and by adding the words "or New Timber Notes" after the words "Timber Notes" in the first parenthetical of such subsection. 12. Section 4.03(b)(xi) of the Indenture is hereby amended by inserting the words "or any New Timber Notes or any New Timber Note Indenture" after the words "under the Timber Notes or the Timber Note Indenture" and by deleting the word ", as" from the last clause after the words "with the Timber Notes" and substituting therefor the words "or any New Timber Notes, including Indebtedness under any revolving credit agreement or any other liquidity arrangement in connection with any New Timber Notes, as any of". 13. Section 4.03(c) of the Indenture is hereby amended by deleting the parenthetical "(other than Scotia Pacific so long as there are any Timber Notes outstanding)" therein. 14. Section 4.05(a) of the Indenture is hereby amended by adding, in clause (i) thereof, the words "or other equity interests" between the words "Redeemable Stock" and "of Scotia Pacific," "Redeemable Stock" and "of any Restricted Subsidiary" and "outstanding Stock" and "of Scotia Pacific", and by adding the following at the end of such subsection: None of the foregoing provisions of this Section 4.05(a) shall be deemed to have been violated by any merger of Scotia Pacific into a limited liability company which, at the time of such merger, is wholly owned by Pacific Lumber. 15. Section 4.06(b)(ix) of the Indenture is hereby amended by (A) deleting the word "the" immediately prior to the words "Deed of Trust" and substituting therefor the word "any", (B) inserting the words ", any New Timber Note Indenture" following the words "Timber Note Indenture" and (C) deleting the word ", as" in the last clause following the words "in connection with the Timber Notes" and substituting therefor the words "or any New Timber Notes, including any revolving credit agreement or any other liquidity arrangement in connection with any New Timber Notes, as any of". 16. Section 4.10(xiii) of the Indenture is hereby amended by (A) deleting the words "or the" after the words "the Timber Note Indenture" and substituting therefor the words ", any New Timber Notes, any New Timber Note Indenture or any", (B) inserting the words "or any New Timber Notes (including in connection with any revolving credit agreement or any other liquidity arrangement in connection with any New Timber Notes)" following the words "with the Timber Notes" in the first instance in which such phrase appears in such subsection and (C) inserting the words "or any New Timber Notes" following the words "with the Timber Notes" in the second instance in which such phrase appears in such subsection. 17. Section 4.11 of the Indenture is hereby amended by deleting the word "the" after the words "the Timber Note Indenture," and substituting therefor the words "any New Timber Note Indenture, any". 18. Section 5.01(iii) of the Indenture is hereby amended by inserting the words "(A) a merger of the Company into a limited liability company which, immediately prior to such merger, is a Wholly Owned Restricted Subsidiary or (B)" following after the words "except in the case of". ARTICLE II MISCELLANEOUS PROVISIONS Section 2.1. Indenture. Except as amended hereby, the Indenture and the Securities are in all respects ratified and confirmed and all their terms shall remain in full force and effect. Section 2.2. Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS FIRST SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICA- TION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY, EXCEPT THAT THE LAWS OF THE STATE OF MINNESOTA SHALL GOVERN MATTERS CONCERNING THE VALIDITY AND PERFECTION OF SECURITY INTERESTS OF THE TRUSTEE IN FAVOR OF THE HOLDERS IN THE ACCOUNTS, 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 2.3. Successors. All agreements of the Company in this First Supplemental Indenture shall bind its successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors. Section 2.4. Multiple Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. Section 2.5. Effectiveness and Operativeness. The provisions of this First Supplemental Indenture shall become effective immediately upon its execution and delivery by the Trustee in accordance with the provisions of Article 9 of the Indenture; provided, however, that the amendments provided for in Article I shall only become operative concurrently with the consummation of a financing transaction by Scotia Pacific Company LLC. Section 2.6. Termination. If the amendments provided for in Article I have not become operative on or prior to September 30, 1998, such amendments shall be deemed to have been rescinded and this First Supplemental Indenture shall be of no force or effect. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first written above. Attest: MAXXAM GROUP HOLDINGS INC. By: /S/ LISA S. BLAHA By: /S/ DELONA J. MOORE Name: Lisa S. Blaha Name: Delona J. Moore Title: Assistant Secretary Title: Assistant Treasurer Attest: U.S. BANK TRUST NATIONAL ASSOCIATION By: /S/ JUDITH M. ZUZEK Name: Judith M. Zuzek By: /S/ RICHARD H. PROKOSCH Title: Assistant Secretary Name: Richard H. Prokosch Title: Assistant Vice President MAXXAM Inc. hereby consents to the execution and delivery of this First Supplemental Indenture and confirms its agreements set forth Attest: in Article 12 of the Indenture By: /S/ LISA S. BLAHA By: /S/ BERNARD L. BIRKEL Name: Lisa S. Blaha Name: Bernard L. Birkel Title: Assistant Secretary Title: Secretary EX-4 3 EXHIBIT 4.5 TO MGHI 10-Q/A MAXXAM GROUP HOLDINGS INC. $130,000,000 12% Senior Secured Notes due 2003 SECOND SUPPLEMENTAL INDENTURE Dated as of July 29, 1998 to INDENTURE Dated as of December 23, 1996 -------------------- U.S. Bank Trust National Association, Trustee SECOND SUPPLEMENTAL INDENTURE, dated as of July 29, 1998, between MAXXAM Group Holdings Inc. (the "Company") and U.S. Bank Trust National Association, a national banking association (formerly known as First Bank National Association), as Trustee (the "Trustee"). WHEREAS, the Company and First Bank National Association, as trustee, executed an Indenture, dated as of December 23, 1996, in respect of $130,000,000 aggregate principal amount of 12% Senior Secured Notes due 2003 (the "Indenture"); WHEREAS, the Indenture was supplemented and amended by a First Supplemental Indenture dated as of July 8, 1998; WHEREAS, the Indenture, as supplemented and amended by such First Supplemental Indenture, is hereinafter referred to as the "Indenture"; WHEREAS, the Indenture was also executed by MAXXAM Inc. to confirm its agreements set forth in Article 12 of the Indenture; WHEREAS, for all purposes of this Second Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Second Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture; WHEREAS, Section 9.01 of the Indenture permits the Company and the Trustee to amend, supplement or otherwise modify the Indenture or the Securities as hereinafter provided; and WHEREAS, all conditions and requirements necessary to make this Second Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized. NOW, THEREFORE, in consideration of the above premises, each party agrees, for the benefit of the other and for the equal and ratable benefit of the Holders of the Securities, as follows: ARTICLE I AMENDMENTS The Indenture is hereby amended as follows: 1. Section 4.03(a) of the Indenture is hereby amended by replacing the number 2.0 in such section with the number 3.2. 2. Section 5.01 of the Indenture is hereby amended by replacing the number 2.0 in clause (iii) of such section with the number 3.2. 3. Section 10.01(b) of the Indenture is hereby amended by deleting the first sentence following clause (iv) of such section. 4. Section 10.05(c)(1) of the Indenture is hereby amended by replacing the number 16,055,000 in clause (iii) of such subsection with the number 27,938,250. 5. Exhibit D to the Indenture is hereby amended to read in its entirety as follows:
Company Type of Stock Certificate No. No. of Shares Kaiser Aluminum Common SFU 1216 27,938,250 Corporation MAXXAM Group Common 2 100 Inc.
ARTICLE II PLEDGE OF RELEASED KAISER SHARES To secure the full and punctual payment of principal and premium of and interest on the Securities and all other amounts payable pursuant to the Indenture, MGHI hereby grants to the Trustee, pursuant to Section 10.1(b) of the Indenture, for the benefit of the Holders and the Trustee, a first priority and (except for Liens permitted under Section 4.16 of the Indenture) exclusive security interest in all its right, title and interest in and to the following: (i) the 27,938,250 shares of Common Stock, par value $.01 per share, of Kaiser described on Exhibit D to the Indenture, as amended by this Second Supplemental Indenture; (ii) all certificates whether now owned or hereafter acquired representing any of the shares referred to in clause (i) of this Article II; (iii)all dividends, cash, instruments and other property and proceeds from time to time received, receivable or otherwise distributed on or in exchange for any of the foregoing after the date hereof, including, without limitation, any stocks, bonds or other securities, options, warrants, or other such rights, cash or other property payable or distributable on any of the shares referred to in clause (i) of this Article II at any time after the date hereof, including, without limitation, any distribution on any such shares upon the dissolution or liquidation, in whole or in part, of the issuer of such shares or the consolidation or merger of such issuer with any other person or persons, or the reorganization of such issuer, or any distribution on any such shares of the capital or paid-in capital surplus or any part thereof of the issuer of such shares, in any form, or any subdivision, combination, reclassification or redemption of any such shares; and (iv) to the extent not included in clauses (i), (ii) and (iii) of this Article II, all proceeds (as defined in the Uniform Commercial Code as in effect on the date of the Indenture) of any and all of the foregoing (arising after the date hereof). ARTICLE III MISCELLANEOUS PROVISIONS Section 2.1. Indenture. Except as amended hereby, the Indenture and the Securities are in all respects ratified and confirmed and all their terms shall remain in full force and effect. Section 2.2. Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS SECOND SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICA- TION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY, EXCEPT THAT THE LAWS OF THE STATE OF MINNESOTA SHALL GOVERN MATTERS CONCERNING THE VALIDITY AND PERFECTION OF SECURITY INTERESTS OF THE TRUSTEE IN FAVOR OF THE HOLDERS IN THE ACCOUNTS, 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 2.3. Successors. All agreements of the Company in this Second Supplemental Indenture shall bind their successors. All agreements of the Trustee in this Second Supplemental Indenture shall bind its successors. Section 2.4. Multiple Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. Section 2.5. Effectiveness. The provisions of this Second Supplemental Indenture shall become effective immediately upon its execution and delivery by the Trustee in accordance with the provisions of Article 9 of the Indenture. (REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK) SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first written above. Attest: MAXXAM GROUP HOLDINGS INC. By: /S/ LISA S. BLAHA By: /S/ DELONA J. MOORE Name: Lisa S. Blaha Name: Delona J. Moore Title: Assistant Secretary Title: Assistant Treasurer Attest: U.S. BANK TRUST NATIONAL ASSOCIATION By: /S/ JUDITH M. ZUZEK Name: Judith M. Zuzek By: /S/ RICHARD H. PROKOSCH Title: Assistant Secretary Name: Richard H. Prokosch Title: Assistant Vice President MAXXAM Inc. hereby consents to the execution and delivery of this Second Supplemental Indenture and confirms its agreements set forth Attest: in Article 12 of the Indenture By: /S/ LISA S. BLAHA By: /S/ PAUL N. SCHWARTZ Name: Lisa S. Blaha Name: Paul N. Schwartz Title: Assistant Secretary Title: President -----END PRIVACY-ENHANCED MESSAGE-----