Exhibit
4.4


 


POWER-ONE, INC.


as Issuer


 


AND


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


as Trustee


 


 






 


SUPPLEMENTAL INDENTURE


 


Dated as of May 8, 2009


 






 


 


Supplementing the Indenture


Dated as of June 17, 2008


with respect to the


8% Senior Secured Convertible Notes Due 2013


 






 

















 


THIS
SUPPLEMENTAL INDENTURE dated as of May 8, 2009 (the “Supplemental Indenture”)
among POWER-ONE, INC., a Delaware corporation (the “Company”),
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association,
as Trustee (the “Trustee”) under the Indenture
dated as of June 17, 2008 (the “Indenture”)
between the Company and the Trustee, pursuant to which the Company issued its
8% Senior Secured Convertible Notes due 2013 (the “Notes”).


 


WHEREAS,
the Company issued Notes in an aggregate principal amount of $80,000,000 under
the Indenture, of which $63,000,000 are outstanding.


 


WHEREAS,
Section 12.01 of the Indenture provides that the Indenture or the
Notes may be amended with the consent of Holders of at least a majority of the
principal amount of the Notes then outstanding (including consents obtained in
connection with a purchase of the Notes).


 


WHEREAS,
the Company has obtained the written consent to the proposed amendments to the
Indenture from the Holders of at least a majority in aggregate outstanding
principal amount of the Notes.


 


NOW, THEREFORE, for and in consideration of the foregoing
premises, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Notes, as follows:


 


ARTICLE ONE


 


                Section 1.1.           Amendments to the Indenture.


 


(a)           The following
sections of the Indenture are deleted in their entirety and, in the case of
each such section, replaced with the phrase “[Intentionally Omitted.]”, and any
and all references to such sections, whether direct or indirect, in any term,
condition, limitation or other provision in the Indenture, are deleted, and
such sections and references shall be of no further force or effect:


 


	
   

  	
  ·

  	
  Section 3.07

  	
   

  	
  Ownership
  of Subsidiaries.

  
	
   

  	
  ·

  	
  Section 3.09

  	
   

  	
  Redemption
  and Dividends

  
	
   

  	
  ·

  	
  Section 3.12(a)

  	
   

  	
  Total
  Debt.

  
	
   

  	
  ·

  	
  Section 3.12(c)

  	
   

  	
  Tangible
  Net Worth.

  
	
   

  	
  ·

  	
  Article VI

  	
  Rights
  of Participation in Future Equity Issuances.

  



 


All
corresponding provisions of the Notes are deleted in their entirety and such
provisions shall be of no further force or effect.


 


(b)           Section 3.08 of the
Indenture shall be amended and restated in its entirety to read as follows:


 


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“Section 3.08       RESTRICTED PAYMENTS.


 


The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, redeem, defease, repurchase, repay or make any payments
in respect of, by the payment of cash or Cash Equivalents (in whole or in part,
whether by way of open market purchases, tender offers, private transactions or
otherwise), all or any portion of any unsecured Subordinated Indebtedness (or
any extension, refinancing or renewal thereof), whether by way of payment in
respect of principal of (or premium, if any) or interest on such Indebtedness
if at the time such payment is due or otherwise made or, after giving effect to
such payment, an Event of Default pursuant to Sections 7.01(a), (b),
(c), (d) or (h) has occurred and is continuing.


 


(c)           Section 3.10 of the
Indenture shall be amended and restated in its entirety to read as follows:


 


“Section 3.10       LIENS.


 


The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, allow or suffer to exist any Lien upon or in any
property or assets (including accounts and contract rights) owned by the
Company or any of its Subsidiaries other than (i) Permitted Liens and (ii) Liens
securing Indebtedness permitted under Section 3.11.”


 


(d)           Section 3.11 of the
Indenture shall be amended and restated in its entirety to read as follows:


 


“Section 3.11       INDEBTEDNESS.


 


The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable, contingently or otherwise (collectively, “incurrence”;
provided that accretion or amortization of original issue discount shall not
constitute an incurrence), with respect to any Indebtedness unless, in each
case, (x) no Default or Event of Default shall have occurred and be
continuing at the time of or as a consequence of such incurrence of
Indebtedness, and (y) at the time of the incurrence of such Indebtedness
the aggregate principal amount of all outstanding Indebtedness of the Company
and its Subsidiaries (taking into account such incurrence of additional
Indebtedness) shall not exceed the Permitted Indebtedness Amount.


 


(e)           Section 3.12(b) of the
Indenture shall be amended and restated in its entirety to read as follows:


 


“At the end of each fiscal quarter, cash and Cash Equivalents shall not
be less than the lesser of (i) $20 million and (ii) 50% of the
aggregate principal amount of the Outstanding Securities.”


 


(f)            The following
is hereby added as a new Section 4.15 of the Indenture:


 


“Section 4.15       ASSET SALES.


 


(a)          (i)           If the Company or a Pledged
Subsidiary sells a material portion of the property and assets (other than a
sale that constitutes a Permitted Disposition) of the Company and its
Subsidiaries, taken as a whole, and such sale does not constitute a Fundamental
Change (an “Asset Sale”), then within 360
calendar days after the receipt of the consideration therefor, the 


 


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Company or a Subsidiary, at its option, may apply the net cash and Cash
Equivalents received in respect of such Asset Sale (the “Net Proceeds”)
(x) to make capital expenditures in the ordinary course of business of the
Company and its Subsidiaries, (y) otherwise to acquire capital assets that
are used or useful in the business of the Company or any of its Subsidiaries or
(z) to make a Permitted Investment; provided that a binding commitment to
make such expenditure or investment that is made not later than such 360th day
shall be treated as such a permitted application of the Net Proceeds as of the
date of such commitment so long as the Company or a Subsidiary enters into such
commitment with the good faith expectation that such Net Proceeds will be
applied to satisfy such commitment within 180 calendar days after the date such
commitment is made and, in the event any such Net Proceeds are not actually so
invested in accordance with this subsection (a)(i) by such 180th day, then
such remaining Net Proceeds shall be applied in accordance with subsection (a)(ii) below.


 


(ii)          Any Net
Proceeds that are not applied as provided in subsection (a)(i) above shall
constitute “Excess Proceeds”.  When the aggregate amount of Excess Proceeds
exceeds $1.0 million, the Company shall make an offer to all Holders of
Securities (an “Asset Sale Repurchase Offer”) and,
if required by the terms of any other Indebtedness that ranks equally with the
Notes in right of payment (“Pari Passu Indebtedness”),
to all holders of Pari Passu Indebtedness, to purchase the maximum principal
amount of Securities and such other Pari Passu Indebtedness that can be
purchased with the Excess Proceeds, pro rata in proportion to the respective
outstanding principal amounts (together with premium, if any) of the Securities
and such other Pari Passu Indebtedness. 
The offer price in respect of Securities in any Asset Sale Repurchase
Offer shall be 100% of the aggregate principal amount of such Securities plus
accrued and unpaid interest to the date of purchase, subject to the right of
the Holders of record on a Record Date to receive interest on the relevant
Interest Payment Date in accordance with the procedures set forth in this
Indenture and the Notes.


 


(b)          (i)           If the Company makes an Asset
Sale Repurchase Offer pursuant to subsection (a) above, the Company shall
provide to all Holders and the Trustee a notice (the “Asset Sale
Notice”) with the following information (if applicable):


(A)          the
occurrence of an Asset Sale;


 


(B)          that an
Asset Sale Repurchase Offer is being made pursuant to this Section 4.15
and the maximum principal amount of the Securities that may be purchased by the
Company pursuant to the Asset Sale Repurchase Offer;


 


(C)          the
purchase price and the purchase date with respect to Securities purchased by
the Company pursuant to the Asset Sale Repurchase Offer, which will be no
earlier than 20 Business Days nor later than 35 calendar days from the date
such notice is mailed (the “Asset Sale Payment Date”);
provided that the Asset Sale Payment Date may be extended in accordance with
applicable law;


 


(D)          the
name and address of the Paying Agent and the Conversion Agent;


 


(E)          the
then current Conversion Rate;


 


(F)          that
the Holder shall have the right to withdraw any tendered Securities and the
Holder’s election to require the Company to purchase such Securities; provided 


 


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that the Paying Agent receives, not later than the close of business on
the expiration date of the Asset Sale Repurchase Offer, a facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Securities tendered for purchase, and a statement that such Holder is
withdrawing its tendered Securities and its election to have such Securities
purchased;


 


(G)          that
unless the Company defaults in the payment of the purchase price therefor, all
Securities accepted for payment pursuant to the Asset Sale Repurchase Offer
will cease to accrue interest on the Asset Sale Payment Date;


 


(H)          if the
Securities to be repurchased are certificated, that the Holders electing to
have any Securities purchased pursuant to the Asset Sale Repurchase Offer will
be required to surrender such Securities to the Paying Agent at the address
specified in the notice prior to the close of business on the third Business Day
preceding the Asset Sale Payment Date;


 


(I)           if the
Securities to be repurchased are represented by a Global Security, that the
Holders electing to have any Securities purchased pursuant to the Asset Sale
Repurchase Offer will be required to comply with the appropriate procedures of
the Depositary; and


 


(J)           any
other instructions, as determined by the Company, consistent with the
provisions of this Section 4.15, that a Holder must follow.


 


(ii)          The
Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws or regulations are applicable in connection with the
repurchase of Securities pursuant to a Asset Sale Repurchase Offer.  To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Indenture,
the Company will comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations described in this
Indenture by virtue thereof.


 


(iii)         On the
Asset Sale Payment Date, the Company shall


 


(A)          accept for payment such principal
amount of the Securities required to be purchased under the Asset Sale
Repurchase Offer or portions thereof properly tendered pursuant to the Asset Sale
Repurchase Offer,


 


(B)          at or prior to 11:00 a.m.,
New York City time, deposit with the Paying Agent an amount equal to the
aggregate Asset Sale Payment in respect of all Securities accepted for payment
in the Asset Sale Repurchase Offer, and


 


(C)          deliver, or cause to be
delivered, to the Trustee for cancellation the Securities so accepted together
with an Officer’s Certificate to the Trustee consistent with Section 4.14.


 


(iv)         If the
aggregate principal amount of Securities surrendered by the Holders in respect
of an Asset Sale Repurchase Offer exceeds the amount of Net Proceeds or the pro
rata portion thereof available for the Asset Sale Repurchase Offer, as the case
may be, the Trustee shall select the Securities to be purchased on a pro rata
basis for all tendered Securities.


 


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(c)           Any Net
Proceeds remaining after application as set forth in Section 4.15(a) may
be used by the Company or any of its Subsidiaries for general corporate
purposes subject to the terms of this Indenture.”


 


(g)           Section 7.01(i) of the
Indenture shall be amended and restated in its entirety to read as follows:


 


“the suspension from trading or failure of the Common Stock to be listed
on The Nasdaq Global Market or on an Eligible Market for a period of five
consecutive days or for more than an aggregate of 15 days in any 365-day
period; provided, however, that an Event of Default shall not occur as a result
of a suspension from trading or the failure to be listed on The Nasdaq Global Market
as a result of (x) a failure to comply with Nasdaq Marketplace Rule 4310(c)(4) (requiring
a minimum bid price of $1 per share) or (y) a failure to file any required
information, documents or reports with the Commission.”


 


(h)           The first
sentence of Section 10.03(a) of the Indenture shall be amended
and restated in its entirety to read as follows:


 


“The Company shall file with the Trustee any information, documents or
reports that the Company is required to file with the Commission pursuant to Section 13
or 15(d) of the Exchange Act as and when filed with the Commission and, in
any event, within nine (9) months after
the same are required under Section 13 or 15(d) of the Exchange Act
to be filed with the Commission (giving effect to any grace period provided by Rule 12b-25
under the Exchange Act).”


 


(i)            The following
sentence shall be added to the end of Section 13.01(b) of the
Indenture:


 


“Holders of a majority principal amount or more of the Outstanding
Securities shall have the power to direct the Collateral Agent to amend, modify
or supplement the Pledge Agreement in any manner expressly directed by such
Holders and to direct the Collateral Agent to release Pledged Collateral from
the lien of the Pledge Agreement, and the Collateral Agent shall execute any
such amendment, modification or supplement (as long as such amendment,
modification or supplement does not adversely affect the rights of the
Collateral Agent acting in such capacity) or appropriate instruments of
release; provided that that Collateral Agent shall not release all or
substantially all of the Pledged Collateral without the consent of Holders of
all of the Outstanding Securities.”


 


                Section 1.2.           Definitions Amendment.


 


(a)           Any definitions
used exclusively in the deleted provisions of the Indenture set forth in Section 1.1(a) above,
and all references to such deleted provisions, are hereby deleted in their
entirety from the Indenture and shall be of no further force or effect.


 


(b)           The following
definitions shall either be amended in Section 1.01 of the Indenture as
provided herein or added to Section 1.01 of the Indenture, as applicable.


 


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“Domestic Subsidiary” means any direct or indirect Subsidiary
of the Company that is incorporated or organized under the laws of the United
States of America, any state thereof or in the District of Columbia.


 


“Equity Interests” shall mean with respect to any Person,
shares of capital stock of (or other ownership or profit interests in) such
Person, warrants, options or other rights for the purchase or other acquisition
from such Person of shares of capital stock of (or other ownership or profit
interests in) such Person, securities convertible into or exchangeable for
shares of capital stock of (or other ownership or profit interests in) such
Person or warrants, rights or options for the purchase or other acquisition
from such Person of such shares (or such other interests), and other ownership
or profit interests in such Person (including, without limitation, partnership,
member or trust interests therein), whether voting or nonvoting.


 


“Foreign Subsidiary” shall mean any direct or indirect
Subsidiary of Company that is not a Domestic Subsidiary.


 


“Guarantee Obligation” means as to any Person, any obligation,
contingent or otherwise of such Person guaranteeing any Indebtedness of any
other third Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including, without limitation, any obligation of
the guaranteeing Person (i) to purchase any such Indebtedness or any
property constituting direct or indirect security therefor, (ii) to
advance or supply funds (a) for the purchase or payment of any such
Indebtedness or (b) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor so as to enable such primary obligor to pay such Indebtedness, (iii) to
purchase property, securities or services for the purpose of assuring the owner
of any such Indebtedness of the ability of the primary obligor to make payment
of such Indebtedness or (iv) otherwise to protect the owner of any such
Indebtedness against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not include (x) any liability by endorsement of
instruments for deposit or collection or similar transactions in the ordinary
course of business, (y) indemnification obligations of the Company or any
of its Subsidiaries entered into in the ordinary course of business or (z) obligations
of the Company or any of its Subsidiaries under arrangements entered into in
the ordinary course of business whereby the Company or such Subsidiary sells
goods or inventory to other Persons under agreements obligating the Company or
such Subsidiary to repurchase such goods or inventory, at a price not exceeding
the original sale price, upon the occurrence of certain specified events.  The amount of any Guarantee Obligation of any
guaranteeing Person at any time shall be deemed to be the lower of (1) an
amount equal to the stated or determinable amount of the Indebtedness in
respect of which such Guarantee Obligation is made at such time and (2) the
maximum amount for which such guaranteeing Person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation at such time,
unless such Indebtedness and such maximum amount for which such guaranteeing
Person may be liable are not stated or determinable, in which case the amount
of such Guarantee Obligation shall be such guaranteeing Person’s maximum
reasonably anticipated liability in respect thereof as determined by the
Company in good faith at such time; provided, however, that for purposes of
this definition the liability of the guaranteeing Person with respect to any
obligation as to which a third Person or Persons are jointly or jointly and
severally liable as a guarantor or otherwise as contemplated hereby and have
not defaulted on its or their portions thereof shall be only as to its pro rata
portion of such obligation.


 


“Indebtedness” shall be amended and restated to read in its
entirety as follows:


 


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“Indebtedness” means of any Person at any date, without
duplication, all indebtedness of such Person for borrowed money or evidenced by
a note, bond or debenture (other than current trade liabilities and
indemnification obligations incurred in the ordinary course of business), as
reflected on a balance sheet of such Person prepared in accordance with GAAP,
and all Guarantee Obligations of such Person.


 


“Investment” shall mean with respect to any Person, (a) any
purchase or other acquisition by such Person of (i) any Equity Interest
issued by, (ii) a beneficial interest in any Equity Interest issued by, or
(iii) any other equity ownership interest in, any other Person, (b) any
purchase by such Person of all or substantially all of the assets of a business
or product line conducted by another Person or all or substantially all of the
assets constituting the business or product line of a division, branch or other
unit operation of any other Person, (c) any loan, advance (other than
deposits with financial institutions available for withdrawal on demand,
prepaid expenses, accounts receivable and similar items made or incurred in the
ordinary course of business as presently conducted), or capital contribution by
such Person to any other Person, including all Indebtedness of any other Person
to such Person arising from a sale of property by such Person other than in the
ordinary course of its business, (d) any guarantee obligation incurred by
such Person in respect of any obligation of another and (e) any purchase,
or entry into, of any derivative instrument or other contract by such Person
providing for the economic or risk equivalent of all or any part of any
investment in another Person of the type referred to in clause (a), (b), (c) or
(d) above.


 


“Permitted Disposition” shall mean (a) dispositions in
the ordinary course of business of inventory, (b) dispositions of obsolete
or worn out property (including obsolete or valueless intellectual property),
whether now owned or hereafter acquired, in the ordinary course of business,
and dispositions of property (including intellectual property) that are
reasonably determined by the Board of Directors of the disposing Company or
Pledged Subsidiary (or, in the case of any disposition or series of related
dispositions in an amount not in excess of $100,000, reasonably determined by
the disposing Company or Pledged Subsidiary) in good faith to be of no
practical use to the business of the Company and its Subsidiaries, which
dispositions do not, in the aggregate, materially adversely affect the value of
the Collateral taken as a whole, in an aggregate amount not in excess of
$2,000,000 over the term of this Indenture, (c) dispositions of cash or
Cash Equivalents not otherwise prohibited under the Pledge Agreement, (d) dispositions
to any Subsidiary not otherwise prohibited herein, (e) dispositions of
property to the extent such transaction constitutes a Permitted Investment, and
(f) dispositions of equipment to the extent that such equipment is
exchanged for credit against the purchase price of similar replacement
equipment.


 


“Permitted Indebtedness Amount” shall mean, as of any date,
the greater of (i) $150 million and (ii) an amount equal to 3.0 times
LTM EBITDA for the immediately preceding 4 consecutive completed fiscal
quarters for which financial statements of the Company prepared in accordance
with GAAP are available.


 


“Permitted Investment” shall mean (i) Investments by the
Company that are not through or in any Subsidiary or other Person and that are (x) reasonably
determined by the Company to be strategic in nature and to have a valid
business purpose or (y) in the ordinary course of business, (ii) Investments
in cash and Cash Equivalents, (iii) Investments in any Pledged Subsidiary
(including, for the avoidance of doubt, any newly formed Domestic or Foreign
Subsidiary (first tier or otherwise) that has become a Domestic or Foreign
Subsidiary Pledgor 


 


7

















 


hereunder),
(iv) Investments in any Subsidiary of a Pledged Subsidiary that are in
existence as of the Issue Date, (v) Investments in the ordinary course of
business in any newly formed wholly-owned Foreign Subsidiary of a newly formed
first tier Domestic or Foreign Subsidiary that has become a Domestic or Foreign
Subsidiary Pledgor hereunder where the Company has in good faith reasonably
determined that the creation of the newly formed wholly-owned Foreign
Subsidiary and the Investment each have a valid business purpose and do not
materially impair the value of the Collateral taken as a whole, (vi) Investments
(including debt obligations and Equity Interests) received in connection with
the bankruptcy or reorganization of suppliers and customers or in settlement of
delinquent obligations of, or other disputes with, customers and suppliers
arising in the ordinary course of business or upon the foreclosure with respect
to any secured Investment or other transfer of title with respect to any
secured Investment, and (vii) Investments by the Company or a Pledged
Subsidiary in equipment, fixed assets, real property or improvements, or
replacements or substitutions therefor or additions thereto (excluding normal
replacements and maintenance which are properly charged to current operations
as operating expenses in accordance with GAAP), that have been or should be, in
accordance with GAAP, reflected as additions to property, plant or equipment on
a consolidated balance sheet of the Company or such Pledged Subsidiary or have
a useful life of more than one year, (viii) lease, utility and other
similar deposits in the ordinary course of business, (ix) hedging or other
derivative obligations otherwise permitted to be incurred under the Section 3.09
and incurred in the ordinary course of business for a valid business purpose, (x) receivables
owing to the Company or any Subsidiary if created or acquired in the ordinary
course of business and payable or dischargeable in accordance with customary
trade terms; provided, however,
that such trade terms may include such concessionary trade terms as the Company
or any such Subsidiary deems commercially reasonable under the circumstances,
(xi) Investments that are advances paid to third-party contract manufacturers
in the ordinary course of business to purchase specialized equipment required
to produce specialized products for the Company or its Subsidiaries, (xii)
Investments made by the Company or a Subsidiary for consideration consisting
only of Common Stock of the Company, (xiii) stock, obligations or securities
received in settlement of debts created in the ordinary course of business and
owing to the Company or any Subsidiary or in satisfaction of judgments, (xiv)
any other Investment where the Company has in good faith reasonably determined
that the Investment has a valid business purpose and does not materially impair
the value of the Collateral taken as a whole if, upon the consummation of the
Investment, the resulting Investment has been pledged for the benefit of the
Trustee, the Collateral Agent and the Holders on a basis consistent with the
Pledge Agreement and (xv) any other Investments not specified above that do not
in the aggregate, since the Issue Date, exceed $1,000,000 (for purposes of
calculating which, the amount of any Investment shall be the amount actually
invested, without adjustment for subsequent increases or decreases in the value
of such Investment).


 


ARTICLE TWO


 


                Section 2.1            Effective Date of This Supplemental
Indenture.


 


                This Supplemental Indenture
shall be effective as of the date first written above.


 


                Section 2.2            Indenture Ratified.


 


                Except as hereby otherwise
expressly provided, the Indenture, as modified by this Supplemental Indenture,
is in all respects ratified and confirmed, and all the terms, provisions and
conditions thereof shall be and remain in full force and effect.


 


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                Section 2.3            Counterparts.


 


                This 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 2.4            Trustee Not Responsible.


 


                The recitals contained
herein shall be taken as the statements of the Company and the Trustee assumes
no responsibility for their correctness. 
The Trustee makes no representation as to the validity or sufficiency of
this Supplemental Indenture.


 


                Section 2.5            Definitions and Terms.


 


                Unless otherwise defined
herein, all capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Indenture.


 


Section 2.6            Supplemental
Indenture is an Indenture.


 


                This Supplemental Indenture
is an amendment to and implementation of the Indenture, and the Indenture and
this Supplemental Indenture shall be read together from and after the
effectiveness of this Supplemental Indenture.


 


                Section 2.7            Governing Law.


 


                This Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of
New York.


 


[Remainder of Page Intentionally Left Blank]


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed as of the day and year
first above written.


 


	
   

  	
  POWER-ONE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
     /s/
  Richard J. Thompson

  
	
   

  	
  Name:

  	
  Richard J. Thompson

  
	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK MELLON TRUST

  COMPANY, N.A., as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
     /s/
  Teresa Petta

  
	
   

  	
  Name:

  	
  Teresa Petta

  
	
   

  	
  Title:

  	
  Vice President