UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

Form 6-K 

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the month of: March 2021   Commission File Number: 001-31556

 

FAIRFAX FINANCIAL HOLDINGS LIMITED

(Name of Registrant)

 

95 Wellington Street West
Suite 800

Toronto, Ontario
Canada M5J 2N7
(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ¨   Form 40-F x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    ¨

 

 

 

 

 

 

 

EXHIBIT INDEX 

 

Exhibit   Description of Exhibit
99.1   News Release dated March 1, 2021 titled Fairfax Completes C$850 Million Senior Notes Offering
     
99.2   News Release dated March 1, 2021 titled Fairfax Announces Quarterly Dividend on Series C, D, E, F, G, H, I, J, K and M Preferred Shares and Quarterly Dividend Rate for Series D, F, H and J Preferred Shares
     
99.3   News Release dated March 1, 2021 titled Fairfax Announces Pricing of Senior Notes Offering
     
99.4   Third Supplemental Indenture dated as of February 26, 2021

 

 

 

 

 

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, thereunto duly authorized.

 

  FAIRFAX FINANCIAL HOLDINGS LIMITED
   
Date: March 1, 2021 By:   /s/ Eric P. Salsberg  
    Name:   Eric P. Salsberg
  Title: Vice President, Corporate Affairs and Corporate Secretary

 

 

 

 

Exhibit 99.1

FAIRFAX News Release

TSX Stock Symbol: FFH and FFH.U

 

TORONTO, March 1, 2021

 

Not for distribution to U.S. news wire services or dissemination in the United States.

 

FAIRFAX COMPLETES C$850 MILLION SENIOR NOTES OFFERING

 

Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) has completed its previously announced offering of C$850 million in aggregate principal amount of 3.95% Senior Notes due 2031 (the “Offering”).

 

The Senior Notes were offered through a syndicate of underwriters led by Scotiabank, BMO Capital Markets, and RBC Capital Markets, as joint bookrunners. The Senior Notes are unsecured obligations of Fairfax and pay a fixed rate of interest of 3.95% per annum.

 

Fairfax will use the net proceeds of the Offering to redeem in full on March 28, 2021 (i) the C$446 million outstanding principal amount of Fairfax’s 5.84% senior notes due October 14, 2022 plus accrued and unpaid interest and (ii) the C$400 million outstanding principal amount of Fairfax’s 4.50% senior notes due March 22, 2023 plus accrued and unpaid interest, as previously announced.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended.

 

Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and the associated investment management.

 

- 30 -

 

For further information, contact: John Varnell, Vice President, Corporate Development
  (416) 367-4941

 

FAIRFAX FINANCIAL HOLDINGS LIMITED

95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7 Telephone: 416-367-4941 Facsimile: 416-367-4946

 

 

 

 

 

Certain statements contained herein may constitute forward-looking statements and are made pursuant to the “safe harbour” provisions of applicable Canadian securities laws. The forward-looking information in this release includes, without limitation, the Company’s intended use of the net proceeds of the Offering. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Fairfax to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: a reduction in net earnings if our loss reserves are insufficient; underwriting losses on the risks we insure that are higher or lower than expected; the occurrence of catastrophic events with a frequency or severity exceeding our estimates; changes in market variables, including interest rates, foreign exchange rates, equity prices and credit spreads, which could negatively affect our investment portfolio; risks associated with the global pandemic caused by COVID-19, and the related global reduction in commerce and substantial downturns in stock markets worldwide; the cycles of the insurance market and general economic conditions, which can substantially influence our and our competitors’ premium rates and capacity to write new business; insufficient reserves for asbestos, environmental and other latent claims; exposure to credit risk in the event our reinsurers fail to make payments to us under our reinsurance arrangements; exposure to credit risk in the event our insureds, insurance producers or reinsurance intermediaries fail to remit premiums that are owed to us or failure by our insureds to reimburse us for deductibles that are paid by us on their behalf; our inability to maintain our long term debt ratings, the inability of our subsidiaries to maintain financial or claims paying ability ratings and the impact of a downgrade of such ratings on derivative transactions that we or our subsidiaries have entered into; risks associated with implementing our business strategies; the timing of claims payments being sooner or the receipt of reinsurance recoverables being later than anticipated by us; risks associated with any use we may make of derivative instruments; the failure of any hedging methods we may employ to achieve their desired risk management objective; a decrease in the level of demand for insurance or reinsurance products, or increased competition in the insurance industry; the impact of emerging claim and coverage issues or the failure of any of the loss limitation methods we employ; our inability to access cash of our subsidiaries; our inability to obtain required levels of capital on favourable terms, if at all; the loss of key employees; our inability to obtain reinsurance coverage in sufficient amounts, at reasonable prices or on terms that adequately protect us; the passage of legislation subjecting our businesses to additional adverse requirements, supervision or regulation, including additional tax regulation, in the United States, Canada or other jurisdictions in which we operate; risks associated with government investigations of, and litigation and negative publicity related to, insurance industry practice or any other conduct; risks associated with political and other developments in foreign jurisdictions in which we operate; risks associated with legal or regulatory proceedings or significant litigation; failures or security breaches of our computer and data processing systems; the influence exercisable by our significant shareholder; adverse fluctuations in foreign currency exchange rates; our dependence on independent brokers over whom we exercise little control; impairment of the carrying value of our goodwill, indefinite-lived intangible assets or investments in associates; our failure to realize deferred income tax assets; technological or other change which adversely impacts demand, or the premiums payable, for the insurance coverages we offer; disruptions of our information technology systems; assessments and shared market mechanisms which may adversely affect our insurance subsidiaries; and adverse consequences to our business, our investments and our personnel resulting from or related to the COVID-19 pandemic. Additional risks and uncertainties are described in our most recently issued Annual Report which is available at www.fairfax.ca and in our Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR at www.sedar.com. Fairfax disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law.

 

 

 

 

 

Exhibit 99.2

 

FAIRFAX News Release

TSX Stock Symbol: FFH and FFH.U

 

TORONTO, March 1, 2021

 

FAIRFAX ANNOUNCES QUARTERLY DIVIDEND ON SERIES C, D, E, F, G, H, I, J, K AND M PREFERRED SHARES AND QUARTERLY DIVIDEND RATE FOR

SERIES D, F, H AND J PREFERRED SHARES

 

Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that it has declared the following quarterly dividends per share on its preferred shares:

 

Series of Preferred Shares Dividend (C$) Payment Date Record Date
Series C 0.294313 March 31, 2021 March 15, 2021
Series D 0.20090 March 30, 2021
Series E 0.198938 March 31, 2021
Series F 0.13987 March 30, 2021
Series G 0.185125 March 31, 2021
Series H 0.16453 March 30, 2021
Series I 0.207938 March 31, 2021
Series J 0.18240 March 30, 2021
Series K 0.291938 March 31, 2021
Series M 0.312688 March 31, 2021

 

Applicable Canadian withholding tax will be applied to dividends payable to non-residents of Canada.

 

Fairfax has also determined the quarterly dividend rates in respect of the March 31, 2021 to June 29, 2021 dividend period for its floating rate preferred shares. The rates, together with the dividends per share payable for such period (if and when declared), are set forth below:

 

Series of Preferred Shares Rate (%) Annualized Rate (%) Dividend (C$)
Series D  0.80354 3.22301 0.20089
Series F  0.55672 2.23301 0.13918
Series H  0.65645 2.63301 0.16411
Series J  0.72875 2.92301 0.18219

 

Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and the associated investment management.

 

-30-

 

For further information contact:         John Varnell, Vice President, Corporate Development, at (416) 367-4941  

 

FAIRFAX FINANCIAL HOLDINGS LIMITED

95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7 Telephone: 416-367-4941 Facsimile: 416-367-4946

 

 

 

 

Exhibit 99.3

 

FAIRFAX News Release

TSX Stock Symbol: FFH and FFH.U

 

TORONTO, March 1, 2021

 

FAIRFAX ANNOUNCES PRICING OF SENIOR NOTES OFFERING

 

Fairfax Financial Holdings Limited (“Fairfax”) (TSX: FFH and FFH.U) announces that it has priced a private offering of US$600,000,000 of Fairfax’s Senior Notes due 2031 (the “Notes”) at an issue price of 99.865%. The Notes will be unsecured obligations of Fairfax and will pay a fixed rate of interest of 3.375% per annum. Fairfax also intends to enter into a registration rights agreement in connection with the offering.

 

Fairfax intends to use the net proceeds from this offering to repay a portion of the indebtedness under its unsecured revolving credit facility and other outstanding debt of Fairfax and its subsidiaries. This may include the redemption or repurchase of certain previously issued senior unsecured notes and/or other debt securities of Fairfax and its subsidiaries. Except as set forth above, as of the date hereof, Fairfax has not made any determination as to the specific debt or other obligations to be repaid, nor the amount, timing or method of repayment. Any repurchase of senior unsecured notes and/or other debt securities of Fairfax and its subsidiaries will be subject to market conditions, and there can be no assurance that such note or securities will be available for repurchase on terms acceptable to Fairfax. The offering is expected to close on or about March 3, 2021, subject to the satisfaction of customary conditions.

 

The offering is being made solely by means of a private placement either to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes have not been and will not be qualified for sale under the securities laws of any province or territory of Canada and may not be offered or sold directly or indirectly in Canada or to or for the benefit of any resident of Canada, except pursuant to applicable prospectus exemptions.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.

 

Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and the associated investment management.

 

For further information contact: John Varnell, Vice President, Corporate Development at (416) 367-4941

 

FAIRFAX FINANCIAL HOLDINGS LIMITED

95 Wellington Street West, Suite 800, Toronto, Ontario, M5J 2N7 Telephone: 416-367-4941 Facsimile: 416-367-4946 

 

 

 

 

Forward-looking information

 

Certain statements contained herein may include “forward-looking information” within the meaning of Canadian securities laws and “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations. Such forward-looking information may include, among other things, the intended use of net proceeds from the offering of Notes and the anticipated completion of the offering of Notes. Such forward-looking information are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Fairfax to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, but are not limited to: the failure to successfully complete the offering; our ability to refinance and/or repay certain of our outstanding debt or other corporate obligations with the proceeds of the offering on terms acceptable to us; a reduction in net earnings if our loss reserves are insufficient; underwriting losses on the risks we insure that are higher or lower than expected; the occurrence of catastrophic events with a frequency or severity exceeding our estimates; changes in market variables, including interest rates, foreign exchange rates, equity prices and credit spreads, which could negatively affect our investment portfolio; risks associated with the global pandemic caused by COVID-19, and the related global reduction in commerce and substantial downturns in stock markets worldwide; the cycles of the insurance market and general economic conditions, which can substantially influence our and our competitors’ premium rates and capacity to write new business; insufficient reserves for asbestos, environmental and other latent claims; exposure to credit risk in the event our reinsurers fail to make payments to us under our reinsurance arrangements; exposure to credit risk in the event our insureds, insurance producers or reinsurance intermediaries fail to remit premiums that are owed to us or failure by our insureds to reimburse us for deductibles that are paid by us on their behalf; our inability to maintain our long term debt ratings, the inability of our subsidiaries to maintain financial or claims paying ability ratings and the impact of a downgrade of such ratings on derivative transactions that we or our subsidiaries have entered into; risks associated with implementing our business strategies; the timing of claims payments being sooner or the receipt of reinsurance recoverables being later than anticipated by us; risks associated with any use we may make of derivative instruments; the failure of any hedging methods we may employ to achieve their desired risk management objective; a decrease in the level of demand for insurance or reinsurance products, or increased competition in the insurance industry; the impact of emerging claim and coverage issues or the failure of any of the loss limitation methods we employ; our inability to access cash of our subsidiaries; our inability to obtain required levels of capital on favourable terms, if at all; the loss of key employees; our inability to obtain reinsurance coverage in sufficient amounts, at reasonable prices or on terms that adequately protect us; the passage of legislation subjecting our businesses to additional adverse requirements, supervision or regulation, including additional tax regulation, in the United States, Canada or other jurisdictions in which we operate; risks associated with government investigations of, and litigation and negative publicity related to, insurance industry practice or any other conduct; risks associated with political and other developments in foreign jurisdictions in which we operate; risks associated with legal or regulatory proceedings or significant litigation; failures or security breaches of our computer and data processing systems; the influence exercisable by our significant shareholder; adverse fluctuations in foreign currency exchange rates; our dependence on independent brokers over whom we exercise little control; impairment of the carrying value of our goodwill, indefinite-lived intangible assets or investments in associates; our failure to realize deferred income tax assets; technological or other change which adversely impacts demand, or the premiums payable, for the insurance coverages we offer; disruptions of our information technology systems; assessments and shared market mechanisms which may adversely affect our insurance subsidiaries; and adverse consequences to our business, our investments and our personnel resulting from or related to the COVID-19 pandemic. Additional risks and uncertainties are described in our most recently issued Annual Report which is available at www.fairfax.ca and in our Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR at www.sedar.com. Fairfax disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities law.

 

2

 

 

Exhibit 99.4

 

FAIRFAX FINANCIAL HOLDINGS LIMITED

 

THIRD SUPPLEMENTAL INDENTURE

 

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of February 26, 2021 (this “Third Supplemental Indenture”), is among FAIRFAX FINANCIAL HOLDINGS LIMITED, a corporation duly organized and existing under the laws of Canada (the “Corporation”), THE BANK OF NEW YORK MELLON, as the successor U.S. trustee (the “U.S. Trustee”), and BNY TRUST COMPANY OF CANADA, as the successor Canadian trustee (the “Canadian Trustee”, and together with the U.S. Trustee, the “Trustees”).

 

RECITALS OF THE CORPORATION:

 

WHEREAS, the Corporation has heretofore executed and delivered to the Trustees an indenture dated as of December 1, 1993, as supplemented by the First Supplemental Indenture dated as of May 9, 2011 and the Second Supplemental Indenture dated as of April 26, 2012 (the “Indenture”), providing for the issuance from time to time of one or more series of Securities as defined in the Indenture;

 

WHEREAS, subsection 901(5) of the Indenture provides that the Corporation, when authorized by or pursuant to a Board Resolution, and the Trustees, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture to change or eliminate any of the provisions of the Indenture, provided that any such change or elimination becomes effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;

 

WHEREAS, the Corporation desires that clauses (A) and (B) of subsection 501(5) of the Indenture each be amended to delete “US$10,000,000” and replace it with “US$100,000,000” effective as of such time that there is no Security Outstanding of any series created prior to February 26, 2021 (the “Third Supplemental Indenture Effective Date”) that is entitled to the benefit of such original covenant;

 

WHEREAS, the Corporation desires that subsection 1005 of the Indenture be deleted from the Indenture effective as of such time that there is no Security Outstanding of any series created prior to the Third Supplemental Indenture Effective Date that is entitled to the benefit of such original covenant;

 

WHEREAS, the entry into this Third Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture; and

 

WHEREAS, all the conditions and requirements necessary to make this Third Supplemental Indenture, when duly executed and delivered, a valid and binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled;

 

NOW THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:

 

For and in consideration of the premises, the Corporation and the Trustees mutually covenant and agree for the equal and proportionate benefit of the Holders of Securities as follows:

 

 

- 2 -

 

Article 1

 

AMENDMENT TO INDENTURE

 

1.1 Amendment to Subsection 501(5) of the Indenture.

 

Clauses (A) and (B) of subsection 501(5) of the Indenture are each hereby amended to delete “US$10,000,000” and replace it with “US$100,000,000” effective as of the first date (the “Amendment Date”) on which there is no Security Outstanding of any series created prior to the Third Supplemental Indenture Effective Date that is entitled to the benefit of such original covenant.

 

1.2 Amendment to Subsection 1005 of the Indenture.

 

The Indenture is hereby amended to eliminate subsection 1005 in its entirety effective as of the Amendment Date. If the Corporation has granted any security interest to any collateral agent or trustee pursuant to subsection 1005 in connection with any series created after the Third Supplemental Indenture Effective Date, such security interest shall be automatically released on the Amendment Date and any such collateral agent or trustee is hereby authorized to take such further actions as the Corporation may reasonably request to evidence and give effect to such release.

 

Article 2

 

MISCELLANEOUS

 

2.1 Effectiveness.

 

This Third Supplemental Indenture shall become effective as of the Third Supplemental Indenture Effective Date, and the Indenture shall be supplemented in accordance herewith, and this Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of any Security heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.

 

2.2 Definitions.

 

Except as otherwise expressly provided or unless the context otherwise requires, capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.

 

 

- 3 -

 

2.3 Indenture Remains in Full Force and Effect.

 

Except as amended and supplemented by this Third Supplemental Indenture on such date specified herein, all provisions in the Indenture shall remain in full force and effect.

 

2.4 Indenture and Third Supplemental Indenture Construed Together.

 

This Third Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this Third Supplemental Indenture shall henceforth be read and construed together.

 

2.5 Confirmation and Preservation of Indenture.

 

The Indenture, as amended and supplemented by this Third Supplemental Indenture, is in all respects confirmed and preserved, except as overridden or modified by the terms of this Third Supplemental Indenture.

 

2.6 Conflict with Trust Indenture Act.

 

If any provision of this Third Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), that is required under the Trust Indenture Act to be part of and govern any provision of this Third Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Third Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Third Supplemental Indenture, as the case may be.

 

2.7 Severability.

 

In case any provision in this Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

2.8 Headings.

 

The Article and Section headings of this Third Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Third Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

 

2.9 Benefits of Third Supplemental Indenture, etc.

 

Nothing in this Third Supplemental Indenture or in any Security, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Third Supplemental Indenture or the Security.

 

 

- 4 -

 

2.10 Successors.

 

All agreements of the Corporation and the Trustees in this Third Supplemental Indenture shall bind their successors and permitted assigns.

 

2.11 Trustees Not Responsible for Recitals.

 

The recitals contained herein shall be taken as the statements of the Corporation and the Trustees assume no responsibility for their correctness. The Trustees shall not be liable or responsible for the validity or sufficiency of this Third Supplemental Indenture.

 

2.12 Certain Duties and Responsibilities of the Trustees.

 

In entering into this Third Supplemental Indenture, the Trustees shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustees, whether or not elsewhere herein so provided.

 

2.13 Governing Law.

 

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS THIRD SUPPLEMENTAL INDENTURE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Notwithstanding the preceding sentence of this Section, the exercise, performance or discharge by the Canadian Trustee of any of its rights, powers, duties or responsibilities hereunder shall be construed in accordance with laws of the Province of Ontario and federal laws of Canada applicable thereto.

 

2.14 Counterpart Originals.

 

The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

 

[Signature Page Follows]

 

 

- 5 -

 

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

 

  FAIRFAX FINANCIAL HOLDINGS LIMITED
   
  By: /s/ Jennifer Allen

  Name: Jennifer Allen
  Title: Vice President and Chief Financial Officer

 

  By: /s/ Eric Salsberg

  Name: Eric Salsberg
  Title: Corporate Secretary

 

  THE BANK OF NEW YORK MELLON,
  as the successor U.S. trustee
   
  By: /s/ Wanda Camacho

  Name: Wanda Camacho
  Title: Vice President

 

  BNY TRUST COMPANY OF CANADA,
  as the successor Canadian trustee
   
  By: /s/ Farhan Mir

  Name: Farhan Mir
  Title: Vice President

 

[Signature Page to Third Supplemental Indenture]