First Amendment to Note Purchase Agreement



 Exhibit 10.1 
 EXECUTION COPY 
 ALLIANCE DATA SYSTEMS CORPORATION 
 FIRST AMENDMENT TO 
 NOTE PURCHASE AGREEMENT 
 $500,000,000 
 Senior Notes 
 $250,000,000 6.00% Senior Notes, Series A, due May 16, 2009 
 $250,000,000 6.14% Senior Notes, Series B, due May 16, 2011 
 Dated as of October 22, 2007

 To the Holders of the Senior Notes 
 of
Alliance Data Systems Corporation 
 Named in the Attached Schedule I 
 Ladies and Gentlemen: 
 Reference is made to the Note Purchase Agreement dated as of May 1, 2006 (the
“Note Agreement”) between Alliance Data Systems Corporation, a Delaware corporation (the “Company”), and you pursuant to which the Company issued $500,000,000 aggregate principal amount of its Senior Notes, consisting of
$250,000,000 6.00% Senior Notes, Series A, due May 16, 2009 and $250,000,000 6.14% Senior Notes, Series B, due May 16, 2011 (collectively, the “Notes”). You are referred to herein individually as a “Holder” and
collectively as the “Holders.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Note Agreement, as amended by this First Amendment to Note Purchase Agreement (this “First
Amendment”). 
 The Company has entered into an Agreement and Plan of Merger dated as of May 17, 2007 with Aladdin Holdco, Inc. and
Aladdin Merger Sub, Inc. pursuant to which Aladdin Merger Sub, Inc. will merge with and into the Company. After completion of the Blackstone Merger, the Company will be an affiliate of The Blackstone Group. The Company requests that the Holders
consent to amendments to the Note Agreement relating to the prepayment of the Notes in connection with the Blackstone Merger. 
 In
consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and the Holders agree as follows: 
  

	1.	AMENDMENT OF NOTE AGREEMENT 

 1.1 Amendment of
Section 8.2. The following Section 8.2(c) is added to the Note Agreement to read in its entirety as follows: 







 (c) Prepayment in Connection with the Blackstone Merger. 
 (i) Mandatory Prepayment. Having heretofore given notice to the holders of the Control Event in respect of the pending Blackstone
Merger, promptly after the effective date of the First Amendment, and in any event within 5 days, the Company shall give notice of prepayment of all Notes pursuant to Section 8.2(c), which notice shall not be rescindable except in the event
that the Company provides a certificate from a Responsible Officer to each holder certifying that efforts to effect the Blackstone Merger have ceased or been abandoned, with an estimated prepayment date of November 14, 2007 or such other date
as the Blackstone Merger is scheduled to occur; provided such date is not later than January 1, 2008 (the date on which prepayment is made, the “Blackstone Prepayment Date”), and shall prepay all, but not less than all, of the Notes
held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner (any such disclosed beneficial owner being identified on Schedule I to the First Amendment) shall
mean such beneficial owner) on the Blackstone Prepayment Date, at 100% of the principal amount so prepaid, accrued and unpaid interest on the Notes accrued to the date of prepayment and the Make-Whole Amount determined for the prepayment date with
respect to such principal amount (in aggregate, the “Prepayment Amount”). Any prepayment made pursuant to this Section 8.2(c)(i) shall be made in accordance with the provisions of Section 14.2, except that payment by the Company
to the holders will be made to The Bank of New York (or such other bank as the Company shall so select with notice to the Holders (the “Paying Agent”), which shall act as paying agent for the purposes of dispensing payment to the holders
in accordance with Schedule A to the Note Agreement. Upon payment of the Prepayment Amount by the Company to the Paying Agent, the debt represented by the Notes shall be satisfied and discharged and the provisions of Sections 7, 8, 9 and 10 shall
cease to have effect; provided that if the First Amendment shall cease to be effective in accordance with Section 2 of the First Amendment, the provisions of Section 7, 8, 9 and 10 shall automatically be reinstated. 
 (ii) Notices. Two Business Days prior to the Blackstone Prepayment Date, the Company will send to each holder notice under this
Section 8.2(c) specifying the proposed Blackstone Prepayment Date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid, the principal amount of each Note held by such holder, and the interest to be paid on
the proposed Blackstone Prepayment Date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment
(calculated using the Reinvestment Yield on the date prior to such notice and assuming that the Settlement Date in respect of the Notes will be the date of the proposed Blackstone Prepayment Date set forth in such notice), setting forth the details
of such computation. 
 (iii) Deferral. The obligation of the Company to prepay Notes pursuant to
Section 8.2(c)(i) is subject to and conditioned upon the occurrence of the Blackstone Merger and shall be void and of no force and effect in the event the Blackstone Merger does not occur. In the event that the Blackstone Merger does not occur
on or prior to the proposed Blackstone Prepayment Date set forth in a notice, the prepayment shall be 

  

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deferred until and shall be made on the date on which the Blackstone Merger occurs (and, so long as a new notice is not required pursuant to the terms of the
immediately following sentence, the Make-Whole Amount need not be recalculated and shall be the same amount as set forth in the most recent notice provided to holders of the Notes in accordance with Section 8.2(c)(ii)). Notwithstanding the
foregoing, in the event that the prepayment has not been made within 5 Business Days after such proposed Blackstone Prepayment Date by virtue of the deferral provided for in this Section 8.2(c)(iii), two Business Days prior to any new proposed
Blackstone Prepayment Date, the Company shall deliver to each holder of Notes a new notice and certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount (calculated as provided in Section 8.2(c)(ii)) and the
interest to be paid as of such new proposed Blackstone Prepayment Date. The Company may continue to defer the Blackstone Prepayment Date as provided in this Section 8.2(c)(iii) for so long as the First Amendment remains effective. 

(iv) Deemed Change in Control Offer. A prepayment notice by the Company under this Section 8.2(c) shall be deemed to
satisfy the obligations of the Company under Section 8.3 and rescind any previous offer made by the Company under Section 8.3 with respect to the Blackstone Merger. 
 1.2 Defined Terms. The following new definitions are added to Schedule B, in the appropriate alphabetical order: 
 “Blackstone Merger” means the merger of Aladdin Merger Sub, Inc. with and into the Company with the Company continuing as the surviving
corporation pursuant to the terms of that certain Agreement and Plan of Merger dated as of May 17, 2007 by and among Aladdin Holdco, Inc., Aladdin Merger Sub, Inc. and the Company. 
 “Blackstone Prepayment Date” is defined in Section 8.2(c). 
 “First Amendment” means the First Amendment to Note Purchase Agreement, dated as of October 22, 2007 among the Company and the holders of the Notes. 
  

	2.	EFFECTIVE DATE 

 This First Amendment shall be
deemed to be effective as of October 22, 2007 upon Execution by each Holder of Notes outstanding and receipt by the Holders of a counterpart of this First Amendment duly executed by the Company. Notwithstanding the foregoing, the First
Amendment shall cease to be effective upon the occurrence of one or more of the following events: 
 2.1 Blackstone Merger. The Company
shall have provided evidence to the Holders that the Blackstone Merger has been abandoned or the Blackstone Merger has not been consummated prior to January 1, 2008. 
 2.2 Blackstone Tender Offer. The Offer to Purchase and Consent Solicitation dated as of October 15, 2007 has not been rescinded or revoked prior to October 26, 2007 provided that each Holder of Notes
shall have delivered a signed counterpart of this First Amendment prior to October 23, 2007. 
  

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 2.3 Expenses. The Company has failed to pay all fees and expenses of Foley & Lardner LLP,
special counsel to the Holders, within 10 days after receipt of an invoice. 
  

	3.	MISCELLANEOUS 

 3.1 Representations of
Holders. Each Holder represents and warrants to the Company that it or its nominee is the registered holder of the aggregate principal amount of Notes set forth opposite such Holder’s name on Schedule I to this First Amendment, and that it
has full power and authority to execute and deliver this First Amendment with respect to the Notes set forth opposite such Holder’s name on Schedule I to this First Amendment. Each Holder hereby confirms the accuracy of the payment instructions
set forth in Schedule A to the Note Agreement unless such Holder shall have otherwise advised the Company in writing after the date of this First Amendment and not less than two Business Days prior to the Blackstone Prepayment Date. 
 3.2 Ratification. Except as amended hereby, the Note Agreement, including the representations and warranties contained therein, shall remain in
full force and effect and is ratified, approved and confirmed in all respects as of the date hereof. 
 3.3 Reference to and Effect on the
Note Amendment. Upon the final effectiveness of this First Amendment, each reference in the Note Agreement and in other documents describing or referencing the Note Agreement to the “Agreement,” “Note Agreement,”
“hereunder,” “hereof,” “herein,” or words of like import referring to the Note Agreement, shall mean and be a reference to the Note Agreement, as amended hereby. 
 3.4 Binding Effect. This First Amendment shall be binding upon and inure to the benefit of the respective successors and assigns of the parties
hereto. 
 3.5 Governing Law. This First Amendment shall be governed by and construed in accordance with New York law. 
 3.6 Counterparts; Facsimile. This First Amendment may be executed in any number of counterparts, each executed counterpart constituting an
original, but altogether only one instrument. Further, this First Amendment may be executed by facsimile signatures and such facsimile signatures shall be deemed to be the original signatures of the parties. 
  

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 IN WITNESS WHEREOF, the Company and the Holders have caused this First Amendment to be executed
and delivered by their respective officer or officers thereunto duly authorized. 
  

			
	ALLIANCE DATA SYSTEMS CORPORATION
		
	By:	 	 /s/ Michael D. Kubic

	Name:	 	Michael D. Kubic
	Title:	 	 Senior Vice President, Controller and
 Chief
Accounting Officer



  

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 [Signature page to First Amendment to Note Purchase Agreement] 









			
	AIG ANNUITY INSURANCE COMPANY
	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
		
	By:	 	AIG Global Investment Corp., investment adviser
		
	By:	 	 /s/ Ted Etlinger

	Name:	 	Ted Etlinger
	Title:	 	Vice President

  

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	METROPOLITAN LIFE INSURANCE COMPANY
	
	             /s/ Frank
Monfalcone            

	Name:	 	Frank Monfalcone
	Title:	 	Director
	
	METLIFE INSURANCE COMPANY OF CONNECTICUT
	
	             /s/ Frank
Monfalcone            

	Name:	 	Frank Monfalcone
	Title:	 	Director

  

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	AMERICAN STATES LIFE INSURANCE
COMPANY, an Indiana corporation
		
	By:	 	Principal Global Investors, LLC
		 	 a Delaware limited liability company,
 its
authorized signatory

			
		 	By:	 	 /s/ Joellen J. Watts

		 	Its:	 	 Joellen J. Watts,
 Counsel

			
		 	By:	 	 /s/ Alan P. Kress

		 	Its:	 	 Alan P. Kress,
 Counsel

	
	PRINCIPAL LIFE INSURANCE COMPANY,
ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS
		
	By:	 	Principal Global Investors, LLC
		 	 a Delaware limited liability company,
 its
authorized signatory

			
		 	By:	 	 /s/ Joellen J. Watts

		 	Its:	 	 Joellen J. Watts,
 Counsel

			
		 	By:	 	 /s/ Alan P. Kress

		 	Its:	 	 Alan P. Kress,
 Counsel

	
	PRINCIPAL LIFE INSURANCE COMPANY
		
	By:	 	Principal Global Investors, LLC
		 	 a Delaware limited liability company,
 its
authorized signatory

			
		 	By:	 	 /s/ Joellen J. Watts

		 	Its:	 	 Joellen J. Watts,
 Counsel

			
		 	By:	 	 /s/ Alan P. Kress

		 	Its:	 	 Alan P. Kress,
 Counsel


  

 S-4 
 [Signature page to First Amendment to Note Purchase Agreement] 









					
	 SYMETRA LIFE INSURANCE COMPANY,
 a Washington
corporation

		
	By:	 	Principal Global Investors, LLC
		 	 a Delaware limited liability company,
 its
authorized signatory

			
		 	By:	 	 /s/ Christopher J. Henderson

		 	Its:	 	 Christopher J. Henderson,
 Vice President and
Associate General Counsel

			
		 	By:	 	 /s/ Colin Pennycooke

		 	Its:	 	 Colin Pennycooke,
 Counsel

	
	 VANTISLIFE INSURANCE COMPANY,
 a Connecticut
company

		
	By:	 	Principal Global Investors, LLC
		 	 a Delaware limited liability company,
 its
authorized signatory

			
		 	By:	 	 /s/ Christopher J. Henderson

		 	Its:	 	 Christopher J. Henderson,
 Vice President and
Associate General Counsel

			
		 	By:	 	 /s/ Colin Pennycooke

		 	Its:	 	 Colin Pennycooke,
 Counsel


  

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 [Signature page to First Amendment to Note Purchase Agreement] 









			
	ALLSTATE LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Robert B. Bodett

	Name:	 	Robert B. Bodett
		
	By:	 	 /s/ Breege A. Farrell

	Name:	 	Breege A. Farrell
	
	Authorized Signatories
	
	ALLSTATE INSURANCE COMPANY
		
	By:	 	 /s/ Robert B. Bodett

	Name:	 	Robert B. Bodett
		
	By:	 	 /s/ Breege A. Farrell

	Name:	 	Breege A. Farrell
	
	Authorized Signatories

  

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 [Signature page to First Amendment to Note Purchase Agreement] 








 THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY 
  

			
	By:	 	 /s/ Howard Stern

	Name:	 	Howard Stern
	Title:	 	Its Authorized Representative

  

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 [Signature page to First Amendment to Note Purchase Agreement] 









			
	TRANSAMERICA LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Mark E. Dunn

	Name:	 	Mark E. Dunn
	Title:	 	Vice President

  

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 [Signature page to First Amendment to Note Purchase Agreement] 









			
	HARTFORD LIFE INSURANCE COMPANY
	By:	 	Hartford Investment Management Company
	Its:	 	Agent and Attorney-in-Fact
		
	By:	 	 /s/ Eva Konopka

	Name:	 	Eva Konopka
	Title:	 	Senior Vice President
	
	PHYSICIANS LIFE INSURANCE COMPANY
	By:	 	Hartford Investment Management Company
	Its:	 	Investment Advisor
		
	By:	 	 /s/ Eva Konopka

	Name:	 	Eva Konopka
	Title:	 	Senior Vice President

  

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 [Signature page to First Amendment to Note Purchase Agreement] 









					
	NEW YORK LIFE INSURANCE COMPANY	 	 
			
	By:	 	 /s/ R. Edward Ferguson
	 	
	Name:	 	R. Edward Ferguson	 	
	Title:	 	Vice President	 	
		
	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION	 	
			
	By:	 	 New York Life Investment Management LLC,
 its
Investment Manager
	 	
			
	By:	 	 /s/ R. Edward Ferguson
	 	
	Name:	 	R. Edward Ferguson	 	
	Title:	 	Managing Director	 	
		
	 NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
 INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT
	 	
			
	By:	 	New York Life Investment Management LLC, its Investment Manager	 	
			
	By:	 	 /s/ R. Edward Ferguson
	 	
	Name:	 	R. Edward Ferguson	 	
	Title:	 	Managing Director	 	

  

 S-10 
 [Signature page to First Amendment to Note Purchase Agreement] 









	
	NATIONWIDE LIFE INSURANCE COMPANY
	NATIONWIDE MULTIPLE MATURITY SEPARATE ACCOUNT
	
	     /s/ Thomas S.
Leggett            

	Thomas S. Leggett
	Authorized Signatory

  

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 [Signature page to First Amendment to Note Purchase Agreement] 









					
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
		
	By:	 	 /s/ Brian Lemons

		 	Vice President
	
	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
		
	By:	 	 Prudential Investment Management, Inc.,
 as
investment manager

			
		 	By:	 	 /s/ Brian Lemons

		 		 	Vice President
	
	FARMERS NEW WORLD LIFE INSURANCE COMPANY
		
	By:	 	 Prudential Private Placement Investors,
 L.P.
(as Investment Advisor)

		
	By:	 	Prudential Private Placement Investors, Inc.
		 	(as its General Partner)
			
		 	By:	 	 /s/ Brian Lemons

		 		 	Vice President

  

 S-12 
 [Signature page to First Amendment to Note Purchase Agreement] 









					
	THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA	 	 
			
	By:	 	 /s/ Ellen I. Whittaker
	 	
	Name:	 	Ellen I Whittaker	 	
	Title:	 	Director, Fixed Income Investments	 	
		
	THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.	 	
			
	By:	 	 /s/ Ellen I Whittaker
	 	
	Name:	 	Ellen I Whittaker	 	
	Title:	 	Director, Fixed Income Investments	 	

  

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 [Signature page to First Amendment to Note Purchase Agreement] 








 TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA 
  

			
	By:	 	 /s/ Brian Noecke

	Name:	 	Brian Noecke
	Title:	 	Director

  

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 [Signature page to First Amendment to Note Purchase Agreement] 








 THRIVENT FINANCIAL FOR LUTHERANS 
  

			
	By:	 	 /s/ Glen J. Vanic

	Name:	 	Glen J. Vanic
	Title:	 	Sr. Managing Director

  

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 [Signature page to First Amendment to Note Purchase Agreement] 








 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA 
 By:       Allianz of America, Inc. as the authorized signatory and investment manager 
  

			
	By:	 	 /s/ Gary Brown

	Name:	 	Gary Brown
	Title:	 	Assistant Treasurer

  

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 [Signature page to First Amendment to Note Purchase Agreement] 









			
	PACIFIC LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Diane W. Dales

	Name:	 	Diane W. Dales
	Title:	 	Assistant Vice President
		
	By:	 	 /s/ Cathy Schwartz

	Name:	 	Cathy Schwartz
	Title:	 	Assistant Secretary

  

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 [Signature page to First Amendment to Note Purchase Agreement] 









			
	Fidelity Life Association
	By:	 	Advantus Capital Management, Inc.
		
	By:	 	 /s/ Theodore R. Hoxmeier

	Name:	 	Theodore R. Hoxmeier
	Title:	 	Vice President
	
	MTL Insurance Company
	By:	 	Advantus Capital Management, Inc.
		
	By:	 	 /s/ Theodore R. Hoxmeier

	Name:	 	Theodore R. Hoxmeier
	Title:	 	Vice President
	
	Great Western Insurance Company
	By:	 	Advantus Capital Management, Inc.
		
	By:	 	 /s/ Theodore R. Hoxmeier

	Name:	 	Theodore R. Hoxmeier
	Title:	 	Vice President
	
	The Catholic Aid Association
	By:	 	Advantus Capital Management, Inc.
		
	By:	 	 /s/ Theodore R. Hoxmeier

	Name:	 	Theodore R. Hoxmeier
	Title:	 	Vice President
	
	American Fidelity Assurance Company
	By:	 	Advantus Capital Management, Inc.
		
	By:	 	 /s/ Theodore R. Hoxmeier

	Name:	 	Theodore R. Hoxmeier
	Title:	 	Vice President
	
	American Republic Insurance Company
	By:	 	Advantus Capital Management, Inc.
		
	By:	 	 /s/ Theodore R. Hoxmeier

	Name:	 	Theodore R. Hoxmeier
	Title:	 	Vice President

  

 S-18 
 [Signature page to First Amendment to Note Purchase Agreement] 









			
	Trustmark Insurance Company
	By:	 	Advantus Capital Management, Inc.
		
	By:	 	 /s/ Joseph Gogola

	Name:	 	Joseph Gogola
	Title:	 	Vice President
	
	GuideOne Property & Casualty Insurance Company
	By:	 	Advantus Capital Management, Inc.
		
	By:	 	 /s/ Joseph Gogola

	Name:	 	Joseph Gogola
	Title:	 	Vice President
	
	Security National Life Insurance Company
	By:	 	Advantus Capital Management, Inc.
		
	By:	 	 /s/ Joseph Gogola

	Name:	 	Joseph Gogola
	Title:	 	Vice President
	
	Fort Dearborn Life Insurance Company
	By:	 	Advantus Capital Management, Inc.
		
	By:	 	 /s/ Joseph Gogola

	Name:	 	Joseph Gogola
	Title:	 	Vice President
	
	Blue Cross and Blue Shield of Florida, Inc.
	By:	 	Advantus Capital Management, Inc.
		
	By:	 	 /s/ Joseph Gogola

	Name:	 	Joseph Gogola
	Title:	 	Vice President

  

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 [Signature page to First Amendment to Note Purchase Agreement] 









					
	CUNA MUTUAL LIFE INSURANCE COMPANY	 	 
			
	By:	 	MEMBERS Capital Advisors, Inc., acting as Investment Advisor:	 	
			
	By	 	 /s/ James E. McDonald, Jr.
	 	
	Name:	 	James E. McDonald, Jr.	 	
	Title:	 	Director, Private Placements	 	
		
	CUNA MUTUAL INSURANCE SOCIETY	 	
			
	By:	 	MEMBERS Capital Advisors, Inc., acting as Investment Advisor:	 	
			
	By	 	 /s/ James E. McDonald, Jr.
	 	
	Name:	 	James E. McDonald, Jr.	 	
	Title:	 	Director, Private Placements	 	
		
	CUMIS INSURANCE SOCIETY, INC.	 	
			
	By:	 	MEMBERS Capital Advisors, Inc., acting as Investment Advisor:	 	
			
	By	 	 /s/ James E. McDonald, Jr.
	 	
	Name:	 	James E. McDonald, Jr.	 	
	Title:	 	Director, Private Placements	 	
		
	MEMBERS LIFE INSURANCE COMPANY	 	
			
	By:	 	MEMBERS Capital Advisors, Inc., acting as Investment Advisor:	 	
			
	By	 	 /s/ James E. McDonald, Jr.
	 	
	Name:	 	James E. McDonald, Jr.	 	
	Title:	 	Director, Private Placements	 	

  

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 [Signature page to First Amendment to Note Purchase Agreement] 








 American Equity Investment Life Insurance Co. 
  

			
	By:	 	 /s/ Rachel Stauffer

	Name:	 	Rachel Stauffer
	Title:	 	Vice President

  

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 [Signature page to First Amendment to Note Purchase Agreement] 








 American Investors Life Insurance Company 
  

					
	By:	 	 Aviva Capital Management, Inc.,
 its
authorized attorney-in-fact

			
		 	By:	 	 /s/ Roger D. Tors

		 	Name:	 	Roger D. Tors
		 	Title:	 	VP Private Placements

  

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 [Signature page to First Amendment to Note Purchase Agreement] 








 AMERICAN FAMILY LIFE INSURANCE COMPANY 
  

			
	By:	 	 /s/ Phillip Hannifan

	Name:	 	Phillip Hannifan
	Title:	 	Investment Director

  

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 [Signature page to First Amendment to Note Purchase Agreement] 








 OHIO NATIONAL LIFE ASSURANCE CORPORATION 
 THE OHIO NATIONAL LIFE INSURANCE COMPANY 
  

			
	By:	 	 /s/ Jed R. Martin

	Name:	 	Jed R. Martin
	Title:	 	Vice President, Private Placements

  

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 [Signature page to First Amendment to Note Purchase Agreement]