EX-10.1



 Exhibit 10.1 

AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT 

This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”), is made as of October 31, 2016, by
and among (a) AMETEK, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and (b) each of the Noteholders (as defined below) signatory hereto, with respect to that certain Note Purchase
Agreement, dated as of September 30, 2014, (as in effect immediately prior to giving effect to this Amendment, the “Existing Note Agreement” and, as amended pursuant to this Amendment and as may be further amended, restated or
otherwise modified from time to time, the “Note Agreement”), by and among the Company and each holder of the Notes (collectively, the “Noteholders”). Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Existing Note Agreement. 
 RECITALS: 

A.        The Company and the Noteholders are parties to the Existing Note
Agreement, pursuant to which the Company issued and sold the Notes to the Noteholders; and 

B.        The Company has requested, and the Majority Holders have agreed to,
certain amendments to the provisions of the Existing Note Agreement, subject to the terms and conditions set forth herein. 
 AGREEMENT:

 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Majority Holders agree as follows: 
  

	1.	AMENDMENTS TO EXISTING NOTE AGREEMENT. 

 Subject to the satisfaction of
the conditions set forth in Section 3 hereof, the Existing Note Agreement is hereby amended by this Amendment as follows: 
  

	 	1.1.	Priority Debt. 

 Clause (c) of Section 10.1 of the Existing Note
Agreement is hereby amended and restated in its entirety to read as follows: 

“(c)      Priority Debt -- Priority Debt at any time to exceed 15%
of Consolidated Total Assets (determined as of the end of the most recently ended fiscal quarter of the Company); provided, however, that no Lien created pursuant to Section 10.2(j) shall secure Indebtedness owing under the Bank Credit Agreement or
any other note agreement to which the Company is a party unless the Notes are equally and ratably secured by all property subject to such Lien and no Subsidiary shall guaranty or otherwise become obligated in respect of such Indebtedness unless such
Subsidiary guaranties, or becomes obligated in respect of, the Notes, in each case pursuant to documentation reasonably satisfactory to the Majority Holders. Notwithstanding the foregoing, any Foreign Subsidiary may become a borrower under the Bank
Credit 







 
Agreement, so long as it is liable only for the amount of its direct borrowings thereunder, and the Company shall not be required to cause such Foreign Subsidiary to guaranty the Notes in
accordance with this clause (c), if (i) no Default or Event of Default exists and is continuing at the time such Foreign Subsidiary becomes a borrower under the Bank Credit Agreement and (ii) at such time the provision by such Foreign Subsidiary of
a guaranty of the Notes would cause the earnings of such Foreign Subsidiary to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent under the Code; provided, however, that a guaranty of the Notes from such Foreign
Subsidiary shall be required to be delivered to the holders of Notes in accordance with this clause (c) on the earliest to occur thereafter of (x) a Default or Event of Default or (y) such time as the provision by such Foreign Subsidiary of a
guaranty of the Notes would not cause the earnings of such Foreign Subsidiary to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent under the Code. For the avoidance of doubt, (1) any borrowing by a Foreign
Subsidiary under the Bank Credit Agreement shall constitute Priority Debt unless such Foreign Subsidiary shall have provided a guaranty or shall have otherwise become obligated in respect of the Notes in accordance with the terms of this Section
10.1(c), and (2) any Indebtedness owing under the Bank Credit Agreement or any other note agreement to which the Company is a party that is secured by a Lien created pursuant to Section 10.2(j) shall cease to constitute Priority Debt for purposes of
the first sentence of this Section 10.1(c) at such time as the Notes are equally and ratably secured by all property subject to such Lien pursuant to documentation in form and substance reasonably satisfactory to the Majority Holders, including,
without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any applicable Subsidiary, as the case may be, from counsel reasonably acceptable to the Majority Holders.” 

 

	 	1.2.	Accounting Terms; Change in GAAP. 

 Section 22.6 of the Existing Note
Agreement is hereby amended and restated in its entirety to read as follows: 
  

	 	22.6	Accounting Terms; Change in GAAP. 


(a)         All accounting terms used herein which are not
expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, all computations made pursuant to this Agreement shall be made in accordance with GAAP and
all balance sheets and other financial statements with respect thereto shall be prepared in accordance with GAAP. Except as otherwise specifically provided herein, any consolidated financial statement or financial computation shall be done in
accordance with GAAP; and, if at the time that any such statement or computation is required to be made the Company shall not have any Subsidiary, such terms shall mean a financial statement or a financial computation, as the case may be, with
respect to the Company only. 
 (b)         For purposes of
determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted


  
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by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 – Financial
Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. 

(c)        If the Company shall notify the holders of Notes that the
Company wishes to amend any covenant in Section 10 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Majority Holders notify the Company that the Majority Holders wish to amend Section 10 for such purpose),
then the Company and the holders of the Notes shall negotiate in good faith to make such adjustments as shall be necessary to eliminate the effect of such change in GAAP on such covenant; provided that, until agreement is reached on such
adjustments, the Company’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a
manner satisfactory to the Company and the Majority Holders, and the Company shall provide to the holders of Notes, with each certificate delivered pursuant to Section 7.2, a reconciliation showing calculations with respect to such covenant before
and after giving effect to such change in GAAP. 
  

	 	1.3.	Definition of “Significant Subsidiary”. 

 The definition of
“Significant Subsidiary” in Schedule B of the Existing Note Agreement is hereby amended and restated in its entirety to read as follows: 

“Significant Subsidiary” means, at any time, each Subsidiary the total assets of which
account for at least 10% of Consolidated Total Assets (determined as of the end of the Company’s then most recently ended fiscal quarter) and any two or more Subsidiaries the total assets of which, taken together, represent, on an aggregate
basis, not less than 10% of Consolidated Total Assets (determined as of the end of the Company’s then most recently ended fiscal quarter). 
  

	2.	WARRANTIES AND REPRESENTATIONS. 

 To induce the Majority Holders to
enter into this Amendment, the Company represents and warrants to each of the Noteholders that as of the First Amendment Effective Date: 
  

	 	2.1.	Corporate and Other Organization and Authority. 

 The Company is a
corporation duly organized, validly existing and in good standing under the laws of Delaware and has the requisite corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder and under the Note
Agreement. 
  

	 	2.2.	Authorization, etc. 

 This Amendment has been duly authorized by all
necessary corporate action on the part of the Company. Each of this Amendment and the Note Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by:
 (a)        applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and 

(b)        general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). 

  
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	 	2.3.	No Conflicts, etc.

 The execution and delivery by the Company of this
Amendment and the performance by the Company of its obligations under each of this Amendment and the Note Agreement do not conflict with, result in any breach in any of the provisions of, constitute a default under, violate or result in the creation
of any Lien upon any property of the Company under the provisions of: 

(a)        any charter document, constitutive document, agreement with
shareholders or members, bylaws or any other organizational or governing agreement of the Company; 

(b)        any agreement, instrument or conveyance by which the
Company or any of its Subsidiaries or any of their respective properties may be bound or affected; or 

(c)        any statute, rule or regulation or any order, judgment or
award of any court, arbitrator or Governmental Authority by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected. 
  

	 	2.4.	Governmental Consent. 

 The execution and delivery by the Company of
this Amendment and the performance by the Company of its obligations hereunder and under the Note Agreement do not require any consents, approvals or authorizations of, or filings, registrations or qualifications with, any Governmental Authority on
the part of the Company. 
  

	 	2.5.	No Defaults. 

 No event has occurred and is continuing and no condition
exists which, immediately before or immediately after giving effect to the amendments provided for in this Amendment, constitutes or would constitute a Default or an Event of Default. 

 

	 	2.6.	No Amendment Fee. 

 Neither the Company nor any of its Affiliates is
paying any fee or giving any other consideration for the execution and delivery of the amendments to other note agreements to which it is a party, which are similar to this Amendment. 

  
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	3.	CONDITIONS TO EFFECTIVENESS OF AMENDMENTS. 

 The amendments of the
Existing Note Agreement as set forth in this Amendment shall become effective as of the date first written above (the “First Amendment Effective Date”), provided that each of the following conditions shall have been
satisfied: 
 (a)        each Noteholder shall have received a fully executed copy
of this Amendment executed by the Company and the Majority Holders;
 (b)        the
representations and warranties set forth in Section 2 of this Amendment shall be true and correct on and as of the First Amendment Effective Date; and

(c)        the Company shall have paid all reasonable fees, charges and disbursements
of counsel to the Noteholders incurred in connection with this Amendment and the transactions contemplated hereby.
  

	4.	MISCELLANEOUS. 

  

	 	4.1.	Governing Law. 

 THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE. 
  

	 	4.2.	Duplicate Originals; Electronic Signature. 

 Two or more duplicate
originals of this Amendment may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Amendment may be executed in one or more counterparts and shall be effective
when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by each party hereto shall constitute one duplicate original. Delivery of an executed counterpart of a
signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. 
  

	 	4.3.	Waiver and Amendments. 

 Neither this Amendment nor any term hereof may
be changed, waived, discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signed by each of the parties signatory hereto. 
  

	 	4.4.	Costs and Expenses. 

 Whether or not the amendments contemplated by this
Amendment become effective, the Company confirms its obligation under Section 15.1 of the Note Agreement and agrees that, on 

  
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the First Amendment Effective Date (or if an invoice is delivered subsequent to the First Amendment Effective Date or if such amendments do not become effective, promptly after receiving any
statement or invoice therefor), it will pay all costs and expenses of the Noteholders relating to this Amendment, including, but not limited to, the statement for reasonable fees and disbursements of the Noteholders’ special counsel presented
to the Company at least one Business Day prior to the First Amendment Effective Date. The Company will also promptly pay, upon receipt thereof, each additional statement for reasonable fees and disbursements of the Noteholders’ special
counsel rendered after the First Amendment Effective Date in connection with this Amendment.
  

	 	4.5.	Successors and Assigns. 

 This Amendment shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto. The provisions hereof are intended to be for the benefit of the Noteholders and shall be enforceable by any successor or assign of any such Noteholder, whether or not
an express assignment of rights hereunder shall have been made by such Noteholder or its successors and assigns. 
  

	 	4.6.	Survival. 

 All warranties, representations, certifications and
covenants made by the Company in this Amendment shall be considered to have been relied upon by the Noteholders and shall survive the execution and delivery of this Amendment, regardless of any investigation made by or on behalf of the Noteholders.

  

	 	4.7.	Part of Existing Note Agreement; Future References, etc. 

 This
Amendment shall be construed in connection with and as a part of the Note Agreement and, except as expressly amended by this Amendment, all terms, conditions and covenants contained in the Existing Note Agreement are hereby ratified and shall be and
remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Existing Note Agreement without making specific
reference to this Amendment, but nevertheless all such references shall include this Amendment, unless the context otherwise requires.
  

	 	4.8.	Affirmation of Obligations under Existing Note Agreement and Notes; No Novation.


Anything contained herein to the contrary notwithstanding, this Amendment is not intended to and shall not serve to effect a
novation of the obligations under the Existing Note Agreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Existing Note Agreement, as amended by this Amendment, and the
Notes. The Company hereby acknowledges and affirms all of its respective obligations under the terms of the Existing Note Agreement, as amended by this Amendment, and the Notes. The execution, delivery and effectiveness of this Amendment
shall not be deemed, except as expressly provided herein, (a) to operate as a waiver of any right, power or remedy of any of the Noteholders under the Existing Note Agreement or the Notes, nor constitute a waiver or amendment of any provision
thereunder, or (b) to prejudice any rights which any Noteholder now has or may have in the future under or in connection with the Note Agreement or the Notes or under applicable law. 

  
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 IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 1 to Note
Purchase Agreement to be executed on its behalf by a duly authorized officer or agent thereof. 
  

							
		 	Very truly yours,
		
		 	AMETEK, INC.
			
		 	By:	 	 /s/ William J. Burke

		 	Name:	 	William J. Burke
		 	Title:	 	Executive Vice President, Chief Financial Officer & Treasurer


  
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	The foregoing is hereby agreed to as of the date hereof.	 	
	
	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
	By:    	 	Barings LLC as Investment Adviser	 	
				
		 	By:	 	 /s/ Andrew T. Kleeman
	 	
		 	Name: Andrew T. Kleeman	 	
		 	Title:   Managing Director	 	
		
	C.M. LIFE INSURANCE COMPANY	 	
	By:	 	Barings LLC as Investment Adviser	 	
				
		 	By:	 	 /s/ Andrew T. Kleeman
	 	
		 	Name: Andrew T. Kleeman	 	
		 	Title:   Managing Director	 	
		
	MASSMUTUAL ASIA LIMITED	 	
	By:	 	Barings LLC as Investment Adviser	 	
				
		 	By:	 	 /s/ Andrew T. Kleeman
	 	
		 	Name: Andrew T. Kleeman	 	
		 	Title:   Managing Director	 	


  
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	METROPOLITAN LIFE INSURANCE COMPANY
	
	GENERAL AMERICAN LIFE INSURANCE COMPANY
	by Metropolitan Life Insurance Company, its Investment Manager
			
	By:	 	 /s/ John Wills
	 	
	Name: John Wills	 	
	Title:   Managing Director	 	
	
	ERIE FAMILY LIFE INSURANCE COMPANY
	by MetLife Investment Advisors, LLC, Its Investment Manager
	
	METROPOLITAN LIFE INSURANCE COMPANY, on behalf of its Separate Account 733
	by MetLife Investment, Advisors, LLC, Its Investment Manager
			
	By:	 	 /s/ C. Scott Inglis
	 	
	Name: C. Scott Inglis	 	
	Title:   Managing Director	 	
	
	 UNION FIDELITY LIFE INSURANCE COMPANY

	by MetLife Investment Advisors, LLC, Its Investment Adviser
			
	By:	 	 /s/ C. Scott Inglis
	 	
	Name: C. Scott Inglis	 	
	Title:   Managing Director	 	


  
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	NEW YORK LIFE INSURANCE COMPANY	 	
			
	By:	 	 /s/ Aron Davidowitz
	 	


							
	Name: Aron Davidowitz	 	
	Title:   Corporate Vice President	 	

  
  

							
	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION	 	
	By:	 	NYL Investors LLC, its Investment Manager	 	
				
		 	By:	 	 /s/ Aron Davidowitz
	 	
		 	Name: Aron Davidowitz	 	
		 	Title:   Senior Director	 	
	
	 NEW YORK LIFE INSURANCE AND ANNUITY

CORPORATION INSTITUTIONALLY OWNED
 LIFE INSURANCE
SEPARATE ACCOUNT (BOLI 30C)

	By:	 	NYL Investors LLC, its Investment Manager	 	
				
		 	By:	 	 /s/ Aron Davidowitz
	 	
		 	Name: Aron Davidowitz	 	
		 	Title:   Senior Director	 	


  
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	 TEACHERS INSURANCE AND ANNUITY ASSOCIATION

OF AMERICA

			
	By:	 	 /s/ Chris Miller
	 	
	Name: Chris Miller	 	
	Title:   Director	 	


  
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	UNITED SERVICES AUTOMOBILE ASSOCIATION
			
	By:	 	 /s/ James F. Jackson Jr.
	 	
	Name: James F. Jackson Jr.	 	
	Title:   Executive Director	 	
	
	USAA CASUALTY INSURANCE COMPANY
			
	By:	 	 /s/ James F. Jackson Jr.
	 	
	Name: James F. Jackson Jr.	 	
	Title:   Executive Director	 	
	
	USAA LIFE INSURANCE COMPANY
			
	By:	 	 /s/ James F. Jackson Jr.
	 	
	Name: James F. Jackson Jr.	 	
	Title:   Executive Director	 	
	
	USAA LIFE INSURANCE COMPANY OF NEW YORK
			
	By:	 	 /s/ James F. Jackson Jr.
	 	
	Name: James F. Jackson Jr.	 	
	Title:   Executive Director	 	
	
	USAA GENERAL INDEMNITY COMPANY
			
	By:	 	 /s/ James F. Jackson Jr.
	 	
	Name: James F. Jackson Jr.	 	
	Title:   Executive Director	 	
	
	 GARRISON PROPERTY & CASUALTY INSURANCE

COMPANY

			
	By:	 	 /s/ James F. Jackson Jr.
	 	
	Name: James F. Jackson Jr.	 	
	Title:   Executive Director	 	


  
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	ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
	By:    	 	 Allianz Investment Management LLC

as authorized signatory and investment manager

				
		 	By:	 	 /s/ CHARLES J. DUDLEY
	 	
		 	Name: CHARLES J. DUDLEY	 	
		 	Title:   MANAGING DIRECTOR	 	


  
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	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
	By:    	 	 Northwestern Mutual Investment Management Company, LLC,

its investment adviser

				
		 	By:	 	 /s/ Mark E. Kishler
	 	
		 	Name: Mark E. Kishler	 	
		 	Title:   Its Authorized Representative	 	


  
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	THRIVENT FINANCIAL FOR LUTHERANS	 	
			
	By:	 	 /s/ Christopher Patton
	 	
	Name: Christopher Patton	 	
	Title: Managing Director	 	


  
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	 VOYA INSURANCE AND ANNUITY COMPANY

VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
 RELIASTAR
LIFE INSURANCE COMPANY
 RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

SECURITY LIFE OF DENVER INSURANCE COMPANY

	By:    	 	Voya Investment Management LLC, as Agent
				
		 	By:	 	 /s/ Christopher P. Lyons
	 	
		 	Name: Christopher P. Lyons	 	
		 	Title:   Managing Director	 	


  
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	STATE FARM LIFE INSURANCE COMPANY
			
	By:	 	 /s/ Julie Hoyer
	 	
		 	        Julie Hoyer	 	
		 	        Investment Executive-Fixed Income	 	
			
	By:	 	 /s/ Jeffrey Attwood
	 	
		 	        Jeffrey Attwood	 	
		 	        Investment Professional-Fixed Income	 	
	
	 STATE FARM LIFE AND ACCIDENT ASSURANCE

COMPANY

			
	By:	 	 /s/ Julie Hoyer
	 	
		 	        Julie Hoyer	 	
		 	        Investment Executive-Fixed Income	 	
			
	By:	 	 /s/ Jeffrey Attwood
	 	
		 	        Jeffrey Attwood	 	
		 	        Investment Professional-Fixed Income	 	


  
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	 THE UNITED STATES LIFE INSURANCE COMPANY
IN THE CITY OF NEW
YORK

	
	 NATIONAL UNION FIRE INSURANCE COMPANY OF
PITTSBURGH, PA

		
	By:    	 	AIG Asset Management (U.S.), LLC, as Investment Adviser
				
		 	By:	 	 /s/ Gerald F. Herman
	 	
		 	Name: Gerald F. Herman	 	
		 	Title:   Managing Director	 	


  
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	CONNECTICUT GENERAL LIFE INSURANCE COMPANY
	By:    	 	CIGNA Investments, Inc. (authorized agent)	 	
				
		 	By:	 	 /s/ Elisabeth V. Piker
	 	
		 	Name: Elisabeth V. Piker	 	
		 	Title:   Managing Director	 	
	
	CIGNA HEALTH AND LIFE INSURANCE COMPANY
	By:	 	CIGNA Investments, Inc. (authorized agent)	 	
				
		 	By:	 	 /s/ Elisabeth V. Piker
	 	
		 	Name: Elisabeth V. Piker	 	
		 	Title:   Managing Director	 	
	
	LIFE INSURANCE COMPANY OF NORTH AMERICA
	By:	 	CIGNA Investments, Inc. (authorized agent)	 	
				
		 	By:	 	 /s/ Elisabeth V. Piker
	 	
		 	Name: Elisabeth V. Piker	 	
		 	Title:   Managing Director	 	


  
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	UNUM LIFE INSURANCE COMPANY OF AMERICA
		
	By:    	 	Provident Investment Management, LLC
	Its:	 	Agent
				
		 	By:	 	 /s/ Ben Vance
	 	
		 	Name:  Ben Vance	 	
		 	Title:    Vice President, Senior Managing Director	 	


											
	
	PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY
				
		  		 	By:    	 	Provident Investment Management, LLC
		  		 	Its:	 	Agent
					
		  		 		 	By:	 	 /s/ Ben Vance

		  		 		 	Name:  Ben Vance
		  		 		 	Title:    Vice President, Senior Managing Director
	
	COLONIAL LIFE & ACCIDENT INSURANCE COMPANY
				
		  		 	By:	 	Provident Investment Management, LLC
		  		 	Its:	 	Agent
					
		  		 		 	By:	 	 /s/ Ben Vance

		  		 		 	Name:  Ben Vance
		  		 		 	Title:    Vice President, Senior Managing Director


  
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	 THE GUARDIAN LIFE INSURANCE COMPANY

OF AMERICA

			
	By:	 	 /s/ Amy Carroll
	 	
	Name: Amy Carroll	 	
	Title:   Director	 	
	
	 THE GUARDIAN INSURANCE & ANNUITY

COMPANY, INC.

			
	By:	 	 /s/ Amy Carroll
	 	
	Name: Amy Carroll	 	
	Title:   Director	 	


  
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	AMERICAN UNITED LIFE INSURANCE COMPANY
			
	By:	 	 /s/ Michael I. Bullock
	 	


							
	Name:   Michael I. Bullock	 	
	Title:     VP, Private Placements	 	
		
	THE STATE LIFE INSURANCE COMPANY	 	
	By:     	 	American United Life Insurance Company	 	
	Its:	 	Agent	 	
				
		 	By:	 	 /s/ Michael I. Bullock
	 	
		 	Name:   Michael I. Bullock	 	
		 	Title:     VP, Private Placements	 	


  
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	AXA EQUITABLE LIFE INSURANCE COMPANY
			
	By:	 	 /s/ Amy Judd
	 	
	Name: Amy Judd	 	
	Title:   Investment Officer	 	


  
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	RIVERSOURCE LIFE INSURANCE COMPANY
			
	By:	 	 /s/ Thomas W. Murphy
	 	
	Name: Thomas W. Murphy	 	
	Title:   Vice President - Investments	 	


  
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	NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
			
	By:	 	 /s/ Mary Beth Cadle
	 	
	Name:  Mary Beth Cadle	 	
	Title:   Authorized Signatory	 	


  
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	HARTFORD LIFE INSURANCE COMPANY	 	
	HARTFORD FIRE INSURANCE COMPANY	 	
	HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
	By:    	 	 Hartford Investment Management Company

their Agent and Attorney-in-Fact

				
		 	By:	 	 /s/ DAWN BRUNEAU
	 	
		 	Name: DAWN BRUNEAU	 	
		 	Title:   VICE PRESIDENT	 	


  
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	GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
			
	By:	 	 /s/ Eve Hampton
	 	
	Name:  Eve Hampton	 	
	Title: Vice President, Investments	 	
			
	By:	 	 /s/ Ward Argust
	 	
	Name:  Ward Argust	 	
	Title: Assistant Vice President, Investments	 	


  
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	UNITED OF OMAHA LIFE INSURANCE COMPANY
			
	By:	 	 /s/ Justin P. Kavan
	 	
	Name: Justin P. Kavan	 	
	Title: Senior Vice President	 	


  
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	MODERN WOODMEN OF AMERICA	 	
			
	By:	 	 /s/ Douglas A. Pannier
	 	
	Name: Douglas A. Pannier	 	
	Title:   Group Head – Private Placements	 	


  
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	PHOENIX LIFE INSURANCE COMPANY	 	
			
	By:	 	 /s/ Nelson Correa
	 	
	Name: Nelson Correa	 	
	Title:   Senior Managing Director	 	
		
	PHL VARIABLE INSURANCE COMPANY	 	
			
	By:	 	 /s/ Nelson Correa
	 	
	Name: Nelson Correa	 	
	Title:   Its Duly Authorized Officer	 	


  
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	LIFE INSURANCE COMPANY OF THE SOUTHWEST
			
	By:	 	 /s/ Andrew Ebersole
	 	
	Name:  Andrew Ebersole	 	
	Title: Head of Private Placements	 	


  
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	DEARBORN NATIONAL LIFE INSURANCE COMPANY
	CATHOLIC FINANCIAL LIFE	 	
	UNITEDHEALTHCARE INSURANCE COMPANY	 	
	FIDELITY LIFE ASSOCIATION	 	
	TRUSTMARK INSURANCE COMPANY	 	
	CATHOLIC UNITED FINANCIAL	 	
	By:     	 	Advantus Capital Management, Inc.	 	
				
		 	By:	 	 /s/ Robert G. Diedrich
	 	
		 	Name: Robert G. Diedrich	 	
		 	Title:   Vice President	 	


  
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	ASSURITY LIFE INSURANCE COMPANY	 	
			
	By:	 	 /s/ Victor Weber
	 	
	Name:  Victor Weber	 	
	Title:  Senior Director - Investments	 	


  
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	 TRAVELERS CASUALTY AND SURETY COMPANY

OF AMERICA

			
	By:	 	 /s/ Annette M. Masterson
	 	
	Name: Annette M. Masterson	 	
	Title:   Vice President	 	


  
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	 AMERICAN EQUITY INVESTMENT LIFE INSURANCE

COMPANY

			
	By:	 	 /s/ Jeffrey A. Fossell
	 	
	Name: Jeffrey A. Fossell	 	
	Title:   Authorized Signatory	 	


  
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	STATE OF WISCONSIN INVESTMENT BOARD
			
	By:	 	 /s/ Christopher P. Prestigiacomo
	 	
	Name: Christopher P. Prestigiacomo	 	
	Title:   Portfolio Manager	 	


  
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	 SOUTHERN FARM BUREAU LIFE INSURANCE

COMPANY

			
	By:	 	 /s/ David Divine
	 	
	Name:   David Divine	 	
	Title:     Senior Portfolio Manager	 	


  
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	THE OHIO NATIONAL LIFE INSURANCE COMPANY
			
	By:	 	 /s/ Annette M. Teders
	 	
	Name:   Annette M. Teders	 	
	Title:     Vice President	 	


  
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	AMERITAS LIFE INSURANCE CORP.
	AMERITAS LIFE INSURANCE CORP. OF NEW YORK
	By:    	 	Ameritas Investment Partners, Inc., as Agent	 	
				
		 	By:	 	 /s/ Tina Udell
	 	
		 	Name: Tina Udell	 	
		 	Title:   Vice President & Managing Director	 	


  
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Amendment No. 1 to 2014 Note Purchase Agreement - Ametek] 









					
	 AMERICAN FAMILY LIFE INSURANCE

COMPANY
	 	
			
	By:	 	 /s/ David L. Voge
	 	
	Name: David L. Voge	 	
	Title:   Fixed Income Portfolio Manager	 	


  
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