exv10w30






Exhibit 10.30




AMENDMENT NO. 1




to




NOTE PURCHASE AGREEMENT




          THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (the “Amendment”) is made as of November 10,
2008, by and among NISOURCE FINANCE CORP. (“NFC”), NISOURCE INC. (the “Company”) and the purchasers
whose names appear on the signature pages hereto (collectively, the “Purchasers”) under that
certain Note Purchase Agreement dated as of August 23, 2005, by and among NFC, the Company and the
other parties thereto (as further amended, supplemented or otherwise modified from time to time,
the “Note Purchase Agreement”). Defined terms used herein and not otherwise defined herein shall
have the meaning given to them in the Note Purchase Agreement.




WITNESSETH




          WHEREAS, NFC and the Company have requested that the Purchasers amend the Note Purchase
Agreement on the terms and conditions set forth herein;




          WHEREAS, NFC, the Company and the requisite number of Purchasers under Section 17.1(a)
of the Note Purchase Agreement have agreed to amend the Note Purchase Agreement on the terms and
conditions set forth herein;




          NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto have agreed to the following:





	1.	 	Amendments to the Note Purchase Agreement. Effective as of November 10, 2008 and
subject to the satisfaction of the condition precedent set forth in Section 2 below,
the Note Purchase Agreement is hereby amended as follows:






	 	1.1.	 	Schedule B of the Note Purchase Agreement is amended to insert
alphabetically therein the following defined term:






     “Principal Bank Facility” means (i) the Amended and Restated Revolving Credit
Agreement among NiSource Finance Corp., as Borrower, NiSource Inc., as Guarantor,
the lender parties thereto as Lenders, Credit Suisse as Syndication Agent, JPMorgan
Chase Bank, N.A., The Bank Of Tokyo-Mitsubishi UFJ, Ltd., Chicago Branch and
Citicorp USA, Inc., as Co-Documentation Agents and Barclays Bank PLC, as
Administrative Agent and LC Bank dated July 7, 2006, as amended as of September 19,
2008, or (ii) any other bank credit facility of either of the Obligors in a
principal amount of $500,000,000 or more; in each case, as



 









 







such agreement may be further amended, modified, supplemented, extended or
renewed from time to time.




     “Tawney Litigation” means Estate of Garrison G. Tawney, et al. v. Columbia
Natural Resources, LLC, et al., Civil Action No. 03-C-10E (Circuit Court of Roane
County, West Virginia), petition for writ of certiorari, NiSource Inc., et al. v.
Estate of Tawney, et al., U.S. Supreme Court No. 08-219 and No. 08-228.




	 	1.2.	 	Section 10.4(i) of the Note Purchase Agreement is amended and restated
in its entirety as follows:






Any Lien, other than a Lien described in any of the foregoing clauses (a) through
(h), inclusive, to the extent that it secures Debt for Borrowed Money, or guaranties
thereof, the outstanding principal balance of which at the time of creation of such
Lien, when added to the aggregate principal balance of all Debt for Borrowed Money
secured by Liens incurred under this clause (i) then outstanding, does not exceed
10% of Consolidated Net Tangible Assets; provided, however, that the Obligors will
not permit the obligations of the Obligors under any Principal Bank Facility to be
secured by a Lien of the type described in this Section 10.4(i) unless the Notes
shall be substantially concurrently secured equally and ratably with the obligations
under such Principal Bank Facility secured by such Lien pursuant to documentation in
the form and substance reasonably satisfactory to the Required Holders, which
security shall be automatically released upon the release of the Lien securing each
secured Principal Bank Facility.




	 	1.3.	 	Section 11(i) of the Note Purchase Agreement is amended and restated in
its entirety as follows:






a final judgment or judgments for the payment of money aggregating in excess of
$75,000,000 are rendered against one or more of an Obligor or its Subsidiaries and
either (i) such judgments are not, within 60 days after entry thereof, bonded,
discharged or stayed pending appeal, or are not discharged within 60 days after the
expiration of such stay or subject to an insured claim by such Obligor or
Subsidiary, except that, with respect to the Tawney Litigation, neither (x)
expiration or any other failure of a stay to be in place prior to July 1, 2009 nor
(y) entry of a judgment by the Roane County Circuit Court of West Virginia approving
or implementing the terms of a settlement agreement among the parties to the Tawney
Litigation so long as a settlement agreement is in place and the terms of such
settlement agreement are being complied with by the Company, shall have any effect
under this Section 11(i) , either as a Default or an Event of Default or
(ii) enforcement proceedings shall have been commenced by any creditor upon such
judgments; or



2









 






	2.	 	Condition of Effectiveness. The effectiveness of this Amendment is subject to the
condition precedent that the Company shall have received duly executed originals of this
Amendment from each of NFC, the Company and the requisite number of Purchasers under
Section 17.1(a) of the Note Purchase Agreement.






	3.	 	Representations and Warranties of NFC and the Company. Each of NFC and the Company
hereby represents and warrants as follows:






	 	(a)	 	Each of NFC and the Company hereby represents and warrants that this Amendment
and the Note Purchase Agreement as previously executed and as modified hereby
constitute legal, valid and binding obligations of NFC and the Company and are
enforceable against NFC and the Company in accordance with their terms (except as
enforceability may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights generally).
	 
	 	(b)	 	Upon the effectiveness of this Amendment and after giving effect hereto, each
of NFC and the Company hereby (i) reaffirms all covenants, representations and
warranties made in the Note Purchase Agreement as modified hereby, and agrees that all
such covenants, representations and warranties shall be deemed to have been remade as
of the date of this Amendment except that any such covenant, representation, or
warranty that was made as of a specific date shall be considered reaffirmed only as of
such date and (ii) certifies to the Purchasers that no Default has occurred and is
continuing.








	4.	 	Reference to the Effect on the Note Purchase Agreement.







	 	4.1.	 	Upon the effectiveness of this Amendment, on and after the date hereof, each
reference in the Note Purchase Agreement (including any reference therein to “this Note
Purchase Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring
thereto) or in any other Credit Document shall mean and be a reference to the Note
Purchase Agreement as modified hereby.
	 
	 	4.2.	 	Except as specifically modified above, the Note Purchase Agreement and all
other documents, instruments and agreements executed and/or delivered in connection
therewith, shall remain in full force and effect, and are hereby ratified and
confirmed.
	 
	 	4.3.	 	The execution, delivery and effectiveness of this Amendment shall not operate
as a waiver of any right, power or remedy of any Purchaser, nor constitute a waiver of
any provision of the Note Purchase Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.




3









 












	5.	 	GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK.






	6.	 	Headings. Section headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other purpose.






	7.	 	Counterparts. This Amendment may be executed by one or more of the parties to this
Amendment on any number of separate counterparts and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.





4









 





          IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.




	 	 	 	 	 
	 	NISOURCE FINANCE CORP.

 	 
	 	By:  	/s/ David J. Vajda
 	 
	 	 	Name:  	David J. Vajda 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	NISOURCE INC.

 	 
	 	By:  	/s/ David J. Vajda
 	 
	 	 	Name:  	: David J. Vajda   	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



Signature Page to Amendment No. 1 to

Note Purchase Agreement





 









 





	 	 	 	 	 
	 	CUSIP: 65473QA*4

A_8 THRU A_10

15,000,000.00

ALLSTATE INSURANCE COMPANY

C/O ALLSTATE INVESTMENT LLC

PRIVATE PLACEMENT DEPT

 	 
	 	By:  	/s/ Jeffrey Cannon
 	 
	 	 	Name:  	Jeffrey Cannon 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CUSIP: 65473QA*4

A_11 & A_12

10,000,000.00

ALLSTATE LIFE INS. CO. OF NY

C/O ALLSTATE INVESTMENT LLC

PRIVATE PLACEMENT DEPT

 	 
	 	By:  	/s/ Jeffrey Cannon
 	 
	 	 	Name:  	Jeffrey Cannon 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CUSIP: 65473QA*4

A_1 THRU A_7

35,000,000.00

ALLSTATE LIFE INSURANCE CO.

C/O ALLSTATE INVESTMENTS LLC

PRIVATE PLACEMENT DEPT

 	 
	 	By:  	/s/ Jeffrey Cannon
 	 
	 	 	Name:  	Jeffrey Cannon 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CUSIP: 65473QA*4

A_37

5,000,000.00

BANKERS LIFE AND CASUALTY CO.

 	 
	 	By:  	/s/ Timothy L. Powell
 	 
	 	 	Name:  	Timothy L. Powell 	 
	 	 	Title:  	Vice President, Director of

Private Placements 	 
	 
	 	CUSIP: 65473QA*4

A_14

5,000,000.00

Genworth Life Insurance Company of New York

 	 
	 	By:  	/s/ John R. Endres
 	 
	 	 	Name:  	John R. Endres 	 
	 	 	Title:  	Investment Officer 	 
	 




 









 





	 	 	 	 	 
	 	CUSIP: 65473QA*4

A_15

15,000.000.00

Genworth Life Insurance Company

 	 
	 	By:  	/s/ John R. Endres
 	 
	 	 	Name:  	John R. Endres 	 
	 	 	Title:  	Investment Officer 	 
	 
	 	CUSIP: 65473QA*4

A_30 THRU A_32

14,000,000.00

HARTFORD ACCIDENT AND

INDEMNITY COMPANY

C/O HARTFORD INVESTMENT 

MANAGEMENT CO

INVESTMENT DEPT – PRIVATE

PLACEMENTS

 	 
	 	By:  	/s/ Kenneth R. Doiron
 	 
	 	 	Name:  	Kenneth R. Doiron 	 
	 	 	Title:  	Vice President 	 
	 
	 	CUSIP: 65473QA*4

A_27 & A_28

25,000,000.00

JACKSON NAT’L LIFE INS. CO.

C/O PPM AMERICA, INC.

ATTN: PRIVATE PLACEMENTS – 

MARK STAUB

 	 
	 	By:  	/s/ Brian Manczak
 	 
	 	 	Name:  	Brian Manczak 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	CUSIP: 65473QA*4

A-38

1,000,000.00

LIFE INSURANCE COMPANY OF 

THE SOUTHWEST C/O NATIONAL

LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ R. Scott Higgins
 	 
	 	 	Name:  	R. Scott Higgins 	 
	 	 	Title:  	Sr. Vice President 	 
	 
	 	CUSIP: 65473QA*4

A_39

4,000,000.00

NATIONAL LIFE INSURANCE CO.

ATTN: PRIVATE PLACEMENTS

 	 
	 	By:  	/s/ R. Scott Higgins
 	 
	 	 	Name:  	R. Scott Higgins 	 
	 	 	Title:  	Sr. Vice President 	 
	 



Signature
Page to Amendment No. 2





 









 





	 	 	 	 	 
	 	CUSIP: 65473QA*4

A_33 & A_34

2,000,000.00

PHYSICIANS LIFE INSURANCE CO.

C/O HARTFORD INVESTMENT

MANAGEMENT CO

C/O INV DEPT – PRIVATE

PLACEMENT

 	 
	 	By:  	/s/ Kenneth R. Doiron
 	 
	 	 	Name:  	Kenneth R. Doiron 	 
	 	 	Title:  	Vice President 	 
	 
	 	CUSIP: 65473QA*4

A_36

5,000,000.00

ST PAUL FIRE AND MARINE INS. CO

C/O ST. PAUL TRAVELERS

 	 
	 	By:  	/s/ David D. Rowland
 	 
	 	 	Name:  	David D. Rowland 	 
	 	 	Title:  	Sr. Vice President 	 
	 
	 	CUSIP: 65473QA*4

A_13

35,000,000.00

TEACHERS INSURANCE AND

ANNUITY

ASSOCIATION OF AMERICA,

ATTN: FIXED INCOME AND REAL 

ESTATE

 	 
	 	By:  	/s/ Lisa M. Ferraro
 	 
	 	 	Name:  	Lisa M. Ferraro 	 
	 	 	Title:  	Director 	 
	 
	 	CUSIP: 65473QA*4

A_35

10,000,000.00

THE TRAVELLERS IMDEMNITY CO.

C/O ST. PAUL TRAVELERS

 	 
	 	By:  	/s/ David D. Rowland
 	 
	 	 	Name:  	David D. Rowland 	 
	 	 	Title:  	Sr. Vice President 	 
	 



Signature
Page to Amendment No. 2





 









 





	 	 	 	 	 
	 	CUSIP: 65473QA*4

A_26

35,000,000.00

TRANSAMERICA LIFE INS. CO.

successor by merger to

TRANSAMERICA OCC. LIFE INS. CO.

C/O AEGON USA INV MGMT, LLC

ATTN: FRED HOWARD — PRIVATE PLACEMENTS

 	 
	 	By:  	/s/ Frederick B. Howard
 	 
	 	 	Name:  	Frederick B. Howard 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	CUSIP: 65473QA@2

B_2

21,000,000.00

ALLIANZ LIFE INSURANCE CO OF

NORTH AMERICA

By: Allianz of America, Inc., as the authorized

signatory and investment manager

 	 
	 	By:  	/s/ Brian F. Landrey
 	 
	 	 	Name:  	Brian F. Landrey 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	



CUSIP: 65473QA@2

B*_2

4,000,000.00

ALLIANZ LIFE INSURANCE CO OF

NORTH AMERICA

By: Allianz of America, Inc., as the authorized 

signatory and investment manager

 	 
	 	By:  	/s/ Brian F. Landrey
 	 
	 	 	Name:  	Brian F. Landrey 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	CUSIP: 65473QA@2

B_14

2,250,000.00

C.M. LIFE INSURANCE COMPANY

By: Babson Capital Management LLC, as

Investment Sub-Adviser

 	 
	 	By:  	/s/ Mark B. Ackerman
 	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 



Signature
Page to Amendment No. 2




 









 





	 	 	 	 	 
	 	CUSIP: 65473QA@2

B_16

3,000,000.00

HAKONE FUND LLC

By: Babson Capital Management LLC, as

Investment Manager

 	 
	 	By:  	/s/ Mark B. Ackerman
 	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CUSIP: 65473QA@2

B_10

7,400,000.00

MASSACHUSETTS MUTUAL LIFE 

INSURANCE COMPANY

By: Babson Capital Management LLC, as

Investment Adviser

 	 
	 	By:  	/s/ Mark B. Ackerman
 	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CUSIP: 65473QA@2

B_11

3,950,000.00

MASSACHUSETTS MUTUAL LIFE

INSURANCE COMPANY

By: Babson Capital Management LLC, as

Investment Adviser

 	 
	 	By:  	/s/ Mark B. Ackerman
 	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CUSIP: 65473QA@2

B_12

1,250,000.00

MASSACHUSETTS MUTUAL LIFE 

INSURANCE COMPANY

By: Babson Capital Management LLC, as

Investment Adviser

 	 
	 	By:  	/s/ Mark B. Ackerman
 	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 



Signature
Page to Amendment No. 2





 









 





	 	 	 	 	 
	 	CUSIP: 65473QA@2

B_13

1,300,000.00

MASSACHUSETTS MUTUAL LIFE

INSURANCE COMPANY

By: Babson Capital Management LLC, as

Investment Adviser

 	 
	 	By:  	/s/ Mark B. Ackerman
 	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CUSIP: 65473QA@2

B_15

850,000.00

MASSACHUSETTS MUTUAL LIFE

INSURANCE COMPANY

By: Babson Capital Management LLC, as

Investment Adviser

 	 
	 	By:  	/s/ Mark B. Ackerman
 	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CUSIP: 65473QA@2

B_1

21,000,000.00

THE NORTHWESTERN MUTUAL LIFE 

INSURANCE CO

ATTN: SECURITIES DEPT

 	 
	 	By:  	/s/ Richard A. Strait
 	 
	 	 	Name:  	Richard A. Strait 	 
	 	 	Title:  	Its Authorized Representative 	 
	 
	 	CUSIP: 65473QA@2

B*_1

21,000,000.00

THE NORTHWESTERN MUTUAL LIFE 

INSURANCE CO

ATTN: SECURITIES DEPT

 	 
	 	By:  	/s/ Richard A. Strait
 	 
	 	 	Name:  	Richard A. Strait 	 
	 	 	Title:  	Its Authorized Representative 	 
	 



Signature
Page to Amendment No. 2





 









 





	 	 	 	 	 
	 	CUSIP: 65473QA@2

B**_1

21,000,000.00

THE NORTHWESTERN MUTUAL LIFE INSURANCE CO

ATTN: SECURITIES DEPT

 	 
	 	By:  	/s/ Richard A. Strait
 	 
	 	 	Name:  	Richard A. Strait 	 
	 	 	Title:  	Its Authorized Representative 	 
	 
	 	CUSIP: 65473QA@2

B***_1

21,000,000.00

THE NORTHWESTERN MUTUAL LIFE INSURANCE CO

ATTN: SECURITIES DEPT

 	 
	 	By:  	/s/ Richard A. Strait
 	 
	 	 	Name:  	Richard A. Strait 	 
	 	 	Title:  	Its Authorized Representative 	 
	 
	 	CUSIP: 65473QA@2

B****_1

21,000,000.00

THE NORTHWESTERN MUTUAL LIFE INSURANCE CO

ATTN: SECURITIES DEPT

 	 
	 	By:  	/s/ Richard A. Strait
 	 
	 	 	Name:  	Richard A. Strait 	 
	 	 	Title:  	Its Authorized Representative 	 
	 
	 	CUSIP: 65473QA@2

B*****_1

11,000,000.00

THE NORTHWESTERN MUTUAL LIFE INSURANCE CO

ATTN: SECURITIES DEPT

 	 
	 	By:  	/s/ Richard A. Strait
 	 
	 	 	Name:  	Richard A. Strait 	 
	 	 	Title:  	Its Authorized Representative 	 
	 
	 	CUSIP: 65473QA@2

B_34

10,000,000.00

COBANK, ACB

 	 
	 	By:  	/s/ Dale Keyes
 	 
	 	 	Name:  	Dale Keyes 	 
	 	 	Title:  	Vice President 	 
	 



Signature
Page to Amendment No. 2





 









 





	 	 	 	 	 
	 	CUSIP: 65473QA@2

B*@*_1

1,000,000.00

THE NORTHWESTERN MUTUAL 

LIFE INSURANCE CO

ATTN: SECURITIES DEPT

 	 
	 	By:  	/s/ Richard A. Strait
 	 
	 	 	Name:  	Richard A. Strait 	 
	 	 	Title:  	Its Authorized Representative 	 
	 
	 	CUSIP: 65473QA#0

C_2

5,000,000.00

Genworth Life Insurance Company of

New York

 	 
	 	By:  	/s/ John R. Endres
 	 
	 	 	Name:  	John R. Endres 	 
	 	 	Title:  	Investment Officer 	 
	 
	 	CUSIP: 65473QA#0

C_37

10,000,000.00

COBANK, ACB

 	 
	 	By:  	/s/ Dale Keyes
 	 
	 	 	Name:  	Dale Keyes 	 
	 	 	Title:  	Vice President 	 
	 
	 	CUSIP: 65473QA#0

C_13

1,600,000.00

C.M. LIFE INSURANCE COMPANY

By: Babson Capital Management LLC, as

Investment Sub-Adviser

 	 
	 	By:  	/s/ Mark B. Ackerman
 	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CUSIP: 65473QA#0

C_3

5,000,000.00

Genworth Life and Annuity Insurance

Company

 	 
	 	By:  	/s/ John R. Endres
 	 
	 	 	Name:  	John R. Endres 	 
	 	 	Title:  	Investment Officer 	 
	 



Signature
Page to Amendment No. 2





 









 





	 	 	 	 	 
	 	CUSIP: 65473QA#0

C_14

900,000.00

MASSACHUSETTS MUTUAL LIFE 

INSURANCE COMPANY

By: Babson Capital Management LLC, as

Investment Adviser

 	 
	 	By:  	/s/ Mark B. Ackerman
 	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CUSIP: 65473QA#0

C_9

5,300,000.00

MASSACHUSETTS MUTUAL LIFE 

INSURANCE COMPANY

By: Babson Capital Management LLC, as

Investment Adviser

 	 
	 	By:  	/s/ Mark B. Ackerman
 	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CUSIP: 65473QA#0

C_10

3,000,000.00

MASSACHUSETTS MUTUAL LIFE 

INSURANCE COMPANY

By: Babson Capital Management LLC, as

Investment Adviser

 	 
	 	By:  	/s/ Mark B. Ackerman
 	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CUSIP: 65473QA#0

C_11

2,200,000.00

MASSACHUSETTS MUTUAL LIFE 

INSURANCE COMPANY

By: Babson Capital Management LLC, as

Investment Adviser

 	 
	 	By:  	/s/ Mark B. Ackerman
 	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 



Signature
Page to Amendment No. 2





 









 





	 	 	 	 	 
	 	CUSIP: 65473QA#0

C_12

2,000,000.00

MASSACHUSETTS MUTUAL LIFE

INSURANCE COMPANY

By: Babson Capital Management LLC, as

Investment Adviser

 	 
	 	By:  	/s/ Mark B. Ackerman
 	 
	 	 	Name:  	Mark B. Ackerman 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CUSIP: 65473QA#0

C_1

23,000,000.00

THE NORTHWESTERN MUTUAL LIFE 

INSURANCE CO

ATTN: SECURITIES DEPT

 	 
	 	By:  	/s/ Richard A. Strait
 	 
	 	 	Name:  	Richard A. Strait 	 
	 	 	Title:  	Its Authorized Representative 	 
	 
	 	CUSIP: 65473QB*3

D_12

25,000,000.00

ALLIANZ LIFE INS CO. OF NORTH 

AMERICA & CO

By: Allianz of America, Inc., as the authorized 

signatory and investment manager

 	 
	 	By:  	/s/ Brian F. Landrey
 	 
	 	 	Name:  	Brian F. Landrey 	 
	 	 	Title:  	Vice President 	 
	 
	 	CUSIP: 65473QB*3

D_5 THRU D_8

20,000,000.00

ALLSTATE LIFE INSURANCE 

COMPANY

PRIVATE PLACEMENT DEPT

 	 
	 	By:  	/s/ Jeffrey Cannon
 	 
	 	 	Name:  	Jeffrey Cannon 	 
	 	 	Title:  	 	 
	 



Signature
Page to Amendment No. 2





 









 





	 	 	 	 	 
	 	CUSIP: 65473QB*3

D_24

9,000,000.00

CHIMEFISH & CO

C/O AMERICAN EQUITY

INVESTMENT LIFE INSURANCE CO.

ATTN: ASSET ADMINISTRATION

 	 
	 	By:  	/s/ Rachel Stauffer
 	 
	 	 	Name:  	Rachel Stauffer 	 
	 	 	Title:  	Vice President Investments 	 
	 
	 	CUSIP: 65473QB*3

D_26

5,000,000.00

CHIMEFISH & CO

C/O AMERICAN EQUITY 

INVESTMENT LIFE INSURANCE CO.

ATTN: ASSET ADMINISTRATION

 	 
	 	By:  	/s/ Rachel Stauffer
 	 
	 	 	Name:  	Rachel Stauffer 	 
	 	 	Title:  	Vice President Investments 	 
	 
	 	CUSIP: 65473QB*3

D_21

6,000,000.00

CONSECO LIFE INSURANCE

COMPANY

 	 
	 	By:  	/s/ Timothy L. Powell
 	 
	 	 	Name:  	Timothy L. Powell 	 
	 	 	Title:  	Vice President, Director of Private

Placements 	 
	 
	 	CUSIP: 65473QB*3

D_22

3,000,000.00

CONSECO SR. HEALTH INSURANCE 

COMPANY

 	 
	 	By:  	/s/ Timothy L. Powell
 	 
	 	 	Name:  	Timothy L. Powell 	 
	 	 	Title:  	Vice President, Director of Private

Placements 	 
	 
	 	CUSIP: 65473QB*3

D_10

30,000,000.00

Genworth Life and Annuity Insurance

Company

 	 
	 	By:  	/s/ John R. Endres
 	 
	 	 	Name:  	John R. Endres 	 
	 	 	Title:  	Investment Officer 	 
	 



Signature
Page to Amendment No. 2





 









 





	 	 	 	 	 
	 	CUSIP: 65473QB*3

D_11

10,000,000.00

Genworth Life Insurance Company

 	 
	 	By:  	/s/ John R. Endres
 	 
	 	 	Name:  	John R. Endres 	 
	 	 	Title:  	Investment Officer 	 
	 
	 	CUSIP: 65473QB*3

D_27 THRU D_30

15,000,000.00

Bankers Life and Casualty Company

Conseco Health Insurance Company

Conseco Senior Health Insurance

Company

Washington National Insurance

Company

 	 
	 	By:  	/s/ Timothy L. Powell
 	 
	 	 	Name:  	Timothy L. Powell 	 
	 	 	Title:  	Vice President, Director of Private

Placements 	 
	 
	 	CUSIP: 65473QB*3

D_23

9,000,000.00

LIFE INSURANCE COMPANY OF 

THE SOUTHWEST

C/O NATIONAL LIFE INSURANCE CO

ATTN: PRIVATE PLACEMENTS

 	 
	 	By:  	/s/ R. Scott Higgins
 	 
	 	 	Name:  	R. Scott Higgins 	 
	 	 	Title:  	Sr. Vice President 	 
	 
	 	CUSIP: 65473QB*3

D-9

65,000,000.00

TEACHERS INS. AND ANNUITY 

ASSOCIATION OF AMERICA

ATTN: FIXED INCOME AND REAL 

ESTATE

 	 
	 	By:  	/s/ Lisa M. Ferraro
 	 
	 	 	Name:  	Lisa M. Ferraro 	 
	 	 	Title:  	Director 	 
	 



Signature
Page to Amendment No. 2