Exhibit 4.4

      

       

      

      Execution Version

      

        NEW JERSEY RESOURCES CORPORATION

      

      

      
        


      

      

      FIRST AMENDMENT

          Dated as of November 1, 2021

          

          to

          

          NOTE PURCHASE AGREEMENT

          Dated as of March 22, 2016

          
        

          


        

      

      $50,000,000 3.20% Senior Notes, Series 2016A, due August 18, 2023

      $100,000,000 3.54% Senior Notes, Series 2016B, due August 18, 2026

       

      
        
          


      

      FIRST AMENDMENT

      TO NOTE PURCHASE AGREEMENT

      

      

       THIS FIRST AMENDMENT dated as of November 1, 2021 (this “Amendment”) to that certain Note Purchase Agreement dated as of March 22, 2016 is among New Jersey
          Resources Corporation, a New Jersey corporation (the “Company”), each Guarantor signatory hereto (each a “Guarantor”), and each holder of Notes (as hereinafter defined) that is a party hereto (collectively, the “Noteholders”).

       

      Recitals:

      

      

      A.          WHEREAS, the Company has heretofore entered into
          that certain Note Purchase Agreement dated as of March 22, 2016 (the “Note Purchase Agreement”) with each of the Purchasers listed in Schedule A thereto
          pursuant to which the Company issued and has outstanding (i) $50,000,000 3.20% Senior Notes, Series 2016A, due August 18, 2023 (the “Series 2016A Notes”) and
          (ii) $100,000,000 3.54% Senior Notes, Series 2016B, due August 18, 2026 (the “Series 2016B Notes”; together with the Series 2016A Notes, the “Notes”);

       

      B.          WHEREAS, capitalized terms used herein shall have
          the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require;

       

      C.          WHEREAS, the Company has requested that the
          Noteholders make certain amendments to the Note Purchase Agreement;

       

      D.          WHEREAS, the Required Holders have agreed to the
          Company’s amendment request and the Required Holders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth; and

       

      E.          WHEREAS, all requirements of law have been fully
          complied with and all other acts and things necessary to make this Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

       

      NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Amendment set forth in Section 3.1
        hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

       

      SECTION 1.          AMENDMENTS.

       

      1.1.        A new Section 9.9 of the Note Purchase Agreement shall be added to read
          as follows:

       

      
        
          


      

      Section 9.9.          Rating on the Notes.  The Company will use commercially reasonable efforts to obtain a Debt Rating for each series of the Notes from a NRSRO as soon as
          practicable and, in any event, on or before May 1, 2022.  After the Company has obtained such initial Debt Rating for each series of the Notes, the Company shall at all times thereafter maintain a Debt Rating for each series of the Notes from a
          NRSRO; provided, that, if the applicable NRSRO (i) ceases
          providing a Debt Rating for either or both series of the Notes without having provided the Company with at least 60 days advance notice (other than as a result of the Company failing to pay applicable fees and expenses or failing to reasonably
          cooperate with the NRSRO)(the earlier of the date notice is provided to the Company or, if no notice is provided, the date the NRSRO ceases providing the Debt Rating, a “Ratings Withdrawal Event”), or (ii) ceases to qualify as a NRSRO (the date of such event, a “Ratings Agency Event” and, together with a
          Ratings Withdrawal Event, a “Ratings Termination Event”), then the Company shall use its commercially reasonable efforts to obtain a new Debt Rating for
          either or both series of the Notes from a NRSRO as soon as practicable and, in any event, on or before the 60th day following the Ratings Termination Event or, if the Company diligently pursues a new Debt Rating but is unable to do so by the 60th
          day following the Ratings Termination Event, such period shall be extended for an additional 30 days.  Evidence of any Debt Rating shall (a) be delivered by the Company to the holders of the Notes (1) at least annually (but not more than 30 days
          prior to each anniversary of the date on which such Debt Rating was initially obtained) and (2) promptly upon any change in such Debt Rating, (b) set forth the Debt Rating for each series of the Notes, (c) refer to the Private Placement Number
          issued by CUSIP Global Services, in respect of each series of the Notes, (d) state that such Debt Rating addresses the likelihood of payment of both the principal and interest of such Notes (which requirement shall be deemed satisfied if such
          letter is silent as to the likelihood of payment of both principal and interest and does not otherwise include any indication to the contrary), (e) not include any prohibition against sharing such evidence with the SVO or any other regulatory
          authority having jurisdiction over the holders of the Notes, and (f) include such other information relating to such Debt Rating as may be required from time to time by the SVO or any other regulatory authority having jurisdiction over the
          holders of the Notes and as may be reasonably requested by the Required Holders.

       

      1.2.        Section 10.1 of the Note Purchase Agreement shall be and is hereby
          restated in its entirety to read as follows:

       

      Section 10.1.      Leverage Ratio.  The Company will not permit, as of the end of any fiscal quarter of the Company, the ratio of Consolidated Total Debt to
          Consolidated Total Capitalization to exceed 0.70 to 1.00; provided that, if the Company is not in compliance with the requirements of Section 9.9 at any
          time, the ratio of Consolidated Total Debt to Consolidated Total Capitalization shall be reduced to 0.65 to 1.00 until the date a new Debt Rating complying with the requirements of Section 9.9 is delivered to the holders of Notes.

       

      
        -2-

        
          


      

      1.3.        Clause (d) of Section 11 of the Note Purchase Agreement shall be and is
          hereby restated in its entirety to read as follows:

       

      (d)          the Company defaults in the performance of or
          compliance with any term contained herein (other than those referred to in paragraphs (a), (b) and (c) of this Section 11 and other than Section 9.9) and such default is not remedied within 30 days after the earlier of (1) a Responsible Officer obtaining actual knowledge of such default and (2)
          the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this paragraph (d) of Section 11); or

       

      1.4.        Section 22.4 of the Note Purchase Agreement shall be and is hereby
          restated in its entirety to read as follows:

       

      Section 22.4.       Accounting Terms.  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, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP.  Notwithstanding the
          foregoing, (a) if at any time any change in GAAP or in the application of GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement, and either the Company or the Required Holders shall so request, the
          holders of Notes and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Holders); provided that, until so
          amended, such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change in GAAP shall have become effective, (b) each financial ratio or requirement set forth in this Agreement shall be computed
          (i) to exclude any change to lease accounting rules from those in effect pursuant to Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on February 16, 2018 and (ii) using the methodology for
          the recognition of investment tax credits for solar generation projects used by the Company in the fiscal year ending September 30, 2019 and (c) the Company shall provide to the holders of Notes, concurrently with the delivery of the financial
          statements required under this Agreement and as reasonably requested by any holder of Notes hereunder, a reconciliation between the calculation of any such financial ratio or requirement made before and after giving effect to such changes in GAAP
          or the application thereof described in the foregoing clauses (a) and (b).  For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Debt”), any election by the Company to measure any financial liability using fair value (as permitted 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.

       

      
        -3-

        
          


      

      1.5.        Schedule B of the Note Purchase Agreement shall be and hereby is amended
          by adding in the correct alphabetical order the following definitions:

       

      “DBRS/Morningstar” shall mean DBRS, Inc., or, if applicable, its successor.

       

      “Debt Rating” shall mean the debt rating of the Notes as
        determined from time to time by any NRSRO.

       

      “Fitch” shall mean Fitch, Inc. or, if applicable, its
        successor.

       

      “Kroll” shall mean Kroll Bond Rating Agency, LLC or, if
        applicable, its          successor.

      

      

      “Moody’s” shall mean Moody’s Investors Service, Inc. or, if applicable, its successor.

       

      “NRSRO” shall mean (a) Fitch, Moody’s, S&P,
        DBRS/Morningstar or Kroll, or (b) or any other credit rating agency that is recognized as a nationally recognized statistical rating organization by the SEC and approved by the Required Holders, so long as, in each case, any such credit rating
        agency described in clause (a) or (b) above continues to be a nationally recognized statistical rating organization recognized by the SEC and is approved as a “Credit Rating Provider” (or other similar designation) by the NAIC.

       

      “S&P” shall mean S&P Global Ratings or, if
        applicable, its successor.

       

      SECTION 2.       REPRESENTATIONS AND
          WARRANTIES OF THE COMPANY.

       

      2.1.        To induce the Noteholders to execute and deliver
          this Amendment (which representations shall survive the execution and delivery of this Amendment), the Company, represents and warrants to the Noteholders that:

       

      
        -4-

        
          


      

      (a)          this Amendment has been duly
          authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered by the Company, and this Amendment and the Note Purchase Agreement, as amended by this Amendment, constitute the legal, valid and
          binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as enforcement may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
          affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

       

      (b)          the execution, delivery and
          performance of this Amendment by the Company and the performance by the Company hereof and of the Note Purchase Agreement, as amended by this Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in
          the creation of any Lien in respect of any property of the Company, any Restricted Subsidiary or New Jersey Natural Gas under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any
          other Material agreement or instrument to which the Company, any Restricted Subsidiary or New Jersey Natural Gas is bound or by which the Company, any Restricted Subsidiary or New Jersey Natural Gas or any of their respective properties may be
          bound, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company, any Restricted Subsidiary or New
          Jersey Natural Gas or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company, any Restricted Subsidiary or New Jersey Natural Gas;

       

      (c)          no consent, approval or
          authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution and delivery of this Amendment by the Company or the performance hereof or of the Note Purchase Agreement, as
          amended by this Amendment, by the Company;

       

      (d)          on the Effective Date (as
          hereinafter defined), after giving effect to this Amendment, all the representations and warranties contained in Section 5 of the Note Purchase Agreement are true and correct in all material respects with the same force and effect as if made by
          the Company, on and as of the date hereof (except to the extent such representations and warranties expressly refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date);

       

      (e)          since June 30, 2021, there has
          been no change in the financial condition, operations, business or properties of the Company, any of its Restricted Subsidiaries or New Jersey Natural Gas except changes that individually or in the aggregate, would not reasonably be expected to
          have a Material Adverse Effect; and

       

      (f)          as of the Effective Date and
          after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing and no waiver of Default or Event of Default is in effect.

       

      
        -5-

        
          


      

      SECTION 3.      CONDITIONS TO EFFECTIVENESS
          OF THIS AMENDMENT.

       

      3.1.        This Amendment shall become effective upon
          satisfaction of each and every one of the following conditions (the date of such satisfaction, the “Effective Date”):

       

      (a)        executed counterparts of this
          Amendment, duly executed by the Company, each Guarantor and the Required Holders, shall have been delivered to each Noteholder or its special counsel;

       

      (b)          the representations and
          warranties of the Company set forth in Section 2 hereof shall be true and correct on and with respect to the Effective Date and each holder of Notes or its special counsel shall have received an Officer’s Certificate from the Company to such
          effect;

       

      (c)          each Bank Credit Agreement in
          existence on the date hereof shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement, as amended by this Amendment, and copies of such amendments shall
          have been delivered to each Noteholder or its special counsel;

       

      (d)         the Shelf Note Purchase
          Agreement dated as of June 30, 2011, as amended by the First Amendment thereto, dated as of July 25, 2014, and as further amended by the Second Amendment thereto, dated as of September 28, 2015, in each case, by and among the Company, PGIM, Inc.
          (formerly known as Prudential Investment Management, Inc.) and each holder of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase
          Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;

       

      (e)          the Note Purchase Agreement
          dated as of June 8, 2018, by and among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement,
          as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;

       

      (f)          the Note Purchase Agreement
          dated as of July 17, 2019, by and among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase
          Agreement, as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;

       

      (g)          the Note Purchase Agreement
          dated as of May 14, 2020, by and among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement,
          as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;

       

      
        -6-

        
          


      

      (h)        the Note Purchase Agreement dated
          as of September 1, 2020, by and among the Company and the holders of notes issued thereunder, shall have been amended to make corresponding modifications to the applicable terms thereof to be consistent with those in the Note Purchase Agreement,
          as amended by this Amendment, and copies of such amendment shall have been delivered to each Noteholder or its special counsel;

       

      (i)          the Company shall have paid by
          wire transfer of immediately available funds to each Holder at the account of such Holder set forth in Schedule A to the Note Purchase Agreement (or to such other account as such Holder shall have provided to the Company in writing), an amendment
          fee in an amount equal to 0.05% of the aggregate principal amount of Notes held by such Holder; and

       

      (j)          the Company shall have paid the
          fees and expenses of Schiff Hardin LLP, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Amendment.

       

      SECTION 4.       MISCELLANEOUS.

       

      4.1.       Except as expressly amended hereby, the Note
          Purchase Agreement and all documents, instruments and agreements related thereto are hereby ratified and confirmed in all respects and shall continue in full force and effect. This Amendment and the Note Purchase Agreement shall hereafter be read
          and construed together as a single document, and all references in the Note Purchase Agreement or any agreement or instrument related to the Note Purchase Agreement shall hereafter refer to the Note Purchase Agreement as amended by this
          Amendment. The Company and each Guarantor hereby ratifies the Note Purchase Agreement and the Guaranty Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Note Purchase Agreement and Guaranty Agreement applicable to
          it and (b) that it is responsible for the observance and full performance of its respective obligations under the Note Purchase Agreement, the Guaranty Agreement and the Notes.

       

      4.2.       Nothing contained herein shall be deemed to (a)
          constitute a waiver of any Default or Event of Default that may heretofore or hereafter occur or have occurred and be continuing or, except as expressly set forth herein, to otherwise modify any provision of the Note Purchase Agreement, or (b)
          give rise to any defenses or counterclaims to the right of any Noteholder to compel payment of any obligations of the Company or any Guarantor owing to such Noteholder when due or to otherwise enforce its rights and remedies under the Note
          Purchase Agreement, the Notes or the Guaranty Agreement.

       

      4.3.      The Company hereby confirms its obligations under the
          Note Purchase Agreement whether or not the transactions hereby contemplated are consummated, to pay, promptly after request by the Noteholders, all out-of-pocket costs and expenses, including reasonable attorneys’ fees of a special counsel and,
          if reasonably required, local or other counsel, incurred by such Noteholder in connection with this Amendment or the transactions contemplated hereby, in enforcing any rights under this Amendment, or in responding to any subpoena or other legal
          process or informal investigative demand issued in connection with this Amendment or the transactions contemplated hereby.  The obligations of the Company under this Section 4.3 shall survive transfer by any Noteholder of any Note and payment of
          any Note.

       

      
        -7-

        
          


      

      4.4.      Any and all notices, requests, certificates and other
          instruments executed and delivered after the execution and delivery of this Amendment may refer to the Note Purchase Agreement without making specific reference to this Amendment but nevertheless all such references shall include this Amendment
          unless the context otherwise requires.

       

      4.5.        The descriptive headings of the various Sections or
          parts of this Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

       

      4.6.       This Amendment shall be construed and enforced in
          accordance with, and the rights of the parties shall be governed by, the law 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.

       

      4.7.       This Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.  Delivery of an electronic signature to, or a signed copy of, this
          Amendment by facsimile, email or other electronic transmission shall be fully binding on the parties to the same extent as the delivery of the signed originals and shall be admissible into evidence for all purposes.  Notwithstanding the foregoing, if any Noteholder shall request manually signed counterpart signatures to the Amendment, the Company and each Guarantor hereby agrees to use its reasonable endeavors to
          provide such manually signed signature pages as soon as reasonably practicable.

       

      [Remainder of Page Left Intentionally Blank]

       

      

      
        -8-

        
          


        

      

      IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by an authorized representative as of the date first written above.

      

      

      	 	
              New Jersey Resources Corporation

            
	 	 	 
	 	
              By:

            	 	
              /s/ Patrick J. Migliaccio

            
	 	
              Name:

            	
              Patrick J. Migliaccio

            
	 	
              Title:

            	
              Senior Vice President and Chief Financial Officer

            
	 	 	 
	 	
              NJR Retail Holdings Corporation

            
	 	 	 
	 	
              By:

            	 	
              /s/ Patrick J. Migliaccio

            
	 	
              Name:

            	
              Patrick J. Migliaccio

            
	 	
              Title:

            	
              Senior Vice President, Chief Financial

            
	 	 	
              Officer, Treasurer and Secretary

            
	 	 	 
	 	
              NJR Home Services Company

            
	 	 	 
	 	
              By:

            	 	
              /s/ Patrick J. Migliaccio

            
	 	
              Name:

            	
              Patrick J. Migliaccio

            
	 	
              Title:

            	
              Senior Vice President, Chief Financial

            
	 	 	
              Officer, Treasurer and Secretary

            
	 	 	 
	 	
              NJR Plumbing Services, Inc.

            
	 	 	 
	 	
              By:

            	 	
              /s/ Patrick J. Migliaccio

            
	 	
              Name:

            	
              Patrick J. Migliaccio

            
	 	
              Title:

            	
              Senior Vice President, Chief Financial Officer, Treasurer and Secretary

            
	 	 	 
	 	
              NJR Service Corporation

            
	 	 	 
	 	
              By:

            	 	
              /s/ Patrick J. Migliaccio

            
	 	
              Name:

            	
              Patrick J. Migliaccio

            
	 	
              Title:

            	
              Senior Vice President and Chief Financial Officer

            


      

        
          [Signature Page to First Amendment to Note Purchase Agreement (2016)]

          
            


          

        

         

      

      	 	
              Phoenix Fuel Management Company

            
	 	 	 
	 	
              By:

            	 	
              /s/ Patrick J. Migliaccio

            
	 	
              Name:

            	
              Patrick J. Migliaccio

            
	 	
              Title:

            	
              Senior Vice President, Chief Financial Officer, Treasurer and Secretary

            
	 	 	 
	 	
              NJR Energy Investments Corporation

            
	 	 	 
	 	
              By:

            	 	
              /s/ Patrick J. Migliaccio

            
	 	
              Name:

            	
              Patrick J. Migliaccio

            
	 	
              Title:

            	
              Senior Vice President and Chief Financial Officer

            
	 	 	 
	 	
              NJR Clean Energy Ventures Corporation

            
	 	 	 
	 	
              By:

            	 	
              /s/ Patrick J. Migliaccio

            
	 	
              Name:

            	
              Patrick J. Migliaccio

            
	 	
              Title:

            	
              Senior Vice President and Chief Financial Officer

            
	 	 	 
	 	
              Commercial Realty and Resources Corp.

            
	 	 	 
	 	
              By:

            	 	
              /s/ Patrick J. Migliaccio

            
	 	
              Name:

            	
              Patrick J. Migliaccio

            
	 	
              Title:

            	
              President, Chief Financial Officer, Treasurer and Secretary

            
	 	 	 
	 	
              NJR Midstream Holdings Corporation

            
	 	 	 
	 	
              By:

            	 	
              /s/ Patrick J. Migliaccio

            
	 	
              Name:

            	
              Patrick J. Migliaccio

            
	 	
              Title:

            	
              Senior Vice President and Chief Financial Officer

            


      

      

      
        [Signature Page to First Amendment to Note Purchase Agreement (2016)]

        
          


        

      

      	 	
              NJR Energy Services Company

            
	 	 	 
	 	
              By:

            	 	
              /s/ Patrick J. Migliaccio

            
	 	
              Name:

            	
              Patrick J. Migliaccio

            
	 	
              Title:

            	
              Senior Vice President and Chief Financial Officer

            
	 	 	 
	 	
              NJR Clean Energy Ventures III Corporation

            
	 	 	 
	 	
              By:

            	 	
              /s/ Patrick J. Migliaccio

            
	 	
              Name:

            	
              Patrick J. Migliaccio

            
	 	
              Title:

            	
              Senior Vice President and Chief Financial Officer

            
	 	 	 
	 	
              NJR Storage Holdings Company

            
	 	 	 
	 	
              By:

            	 	
              /s/ Patrick J. Migliaccio

            
	 	
              Name:

            	
              Patrick J. Migliaccio

            
	 	
              Title:

            	
              Senior Vice President and Chief Financial Officer

            
	 	 	 
	 	
              NJR Clean Energy Ventures II Corporation

            
	 	 	 
	 	
              By:

            	 	
              /s/ Patrick J. Migliaccio

            
	 	
              Name:

            	
              Patrick J. Migliaccio

            
	 	
              Title:

            	
              Senior Vice President and Chief Financial Officer

            
	 	 	 
	 	
              Bernards Solar, LLC

            
	 	 	 
	 	
              By: NJR Clean Energy Ventures II Corporation, its sole member

            
	 	
                     

              

            	 
	 	
              By:

            	 	
              /s/ Patrick J. Migliaccio

            
	 	
              Name:

            	
              Patrick J. Migliaccio

            
	 	
              Title:

            	
              Senior Vice President and Chief Financial Officer

            


       

      

      
        [Signature Page to First Amendment to Note Purchase Agreement (2016)]

        
          


        

      

      
        Accepted and Agreed to:

         

        

        	 	
                The Northwestern Mutual Life Insurance Company

              	 
	 	 	 	 
	 	
                By:

              	
                Northwestern Mutual Investment Management Company, LLC, its investment advisor

              
	 	 	 	 
	 	
                By:

                  

              	/s/ 	Bradley T. Kunath	 
	 	
                Name:

              	
                Bradley T. Kunath

              	 
	 	
                Title:

              	
                Managing Director

              	 
	 	 	 	 
	 	
                The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account

              
	 	 	 	 
	 	
                By:

                  

              	/s/

              	Bradley T. Kunath	 
	 	
                Name:

              	
                Bradley T. Kunath

              	 
	 	
                Title:

              	
                Managing Director

              	 


         

        

        
          [Signature Page to First Amendment to Note Purchase Agreement (2016)]

          
            


          

        

        	
                Accepted and Agreed to:

              	 	 
	 	 	 
	 	
                Prudential Retirement Insurance and Annuity Company

              
	 	 	 
	 	
                By: PGIM, Inc., as investment manager

              
	 	 	 
	 	
                By: 

              	
                /s/ Brian Lemons

              
	 	 	
                Vice President

              
	 	 	 
	 	
                The Gibraltar Life Insurance Co., Ltd.

              
	 	 	 
	 	
                By: PGIM Japan Co., Ltd., as Investment Manager

              
	 	 	 
	 	
                By: PGIM, Inc., as Sub-Adviser

              
	 	 	 
	 	
                By: 

              	
                /s/ Brian Lemons

              
	 	 	
                Vice President

              


         

        

        
          [Signature Page to First Amendment to Note Purchase Agreement (2016)]

          
            


          

        

        	
                Accepted and Agreed to:

              	 	 
	 	 	 
	 	
                Voya Retirement Insurance and Annuity Company

              
	 	
                ReliaStar Life Insurance Company

              
	 	 	 
	 	
                By:

                

              	Voya Investment Management LLC, as Agent
	 	 	 
	 	
                By:

              	/s/	
                Fitzhugh L. Wickham III

              
	 	
                Name:

              	
                Fitzhugh L. Wickham III

              
	 	
                Title:

              	
                Senior Vice President

              
	 	 	 
	 	
                Security Life of Denver Insurance Company

              
	 	
                CVS Health Future Fund 401(k) Plan Trust 

                LEO 2013-1 LLC

              
	 	
                United Technologies Corporation

              
	 	
                Employee Savings Plan Master Trust

              
	 	
                Voya Pension Committee on Behalf of the Voya Retirement Plan

              
	 	 	 
	 	
                By:  

                

              	Voya Investment Management Co. LLC,  as Agent
	 	 	 
	 	
                By:

              	/s/	
                Fitzhugh L. Wickham III

              
	 	
                Name:

              	
                Fitzhugh L. Wickham III

              
	 	
                Title:

              	
                Senior Vice President

              


         

        

        
          [Signature Page to First Amendment to Note Purchase Agreement (2016)]

          
            


          

        

        	
                Accepted and Agreed to:

              	 
	 	 
	 	
                Equitable Financial Life Insurance Company

              
	 	 
	 	
                By: 

                  

              	/s/

              	Amy Judd	 
	 	
                Name: 

                

              	Amy Judd
	 	
                Title:

                

              	Investment Officer


        

        

        
          [Signature Page to First Amendment to Note Purchase Agreement (2016)]

          
            


          

        

        	
                Accepted and Agreed to:

              	 	 
	 	 	 
	 	
                Horizon Blue Cross Blue Shield of New Jersey

              
	 	 	 
	 	
                By: AllianceBernstein LP, its Investment Advisor

              
	 	 	 
	 	
                By:

                  

              	/s/

              	Amy Judd	 
	 	
                Name:

                

              	Amy Judd	 
	 	
                Title:

                

              	SVP	 


        

        

        
          [Signature Page to First Amendment to Note Purchase Agreement (2016)]

          
            


          

        

        	
                Accepted and Agreed to:

              	 
	 	 	 
	 	
                Genworth Life and Annuity Insurance Company

              	 
	 	
                Genworth Mortgage Insurance Company

              	 
	 	 	 
	 	
                By:

                  

              	/s/

              	Stuart Shepetin	 
	 	
                Name:  

                

              	Stuart Shepetin	 
	 	
                Title:

                

              	Investment Officer	 


         

        

        
          [Signature Page to First Amendment to Note Purchase Agreement (2016)]

          
            


          

        

        	
                Accepted and Agreed to:

              	 	 
	 	 	 
	 	
                American United Life Insurance Company

              
	 	 	 
	 	
                By:

              	/s/	
                Michael Bullock

              
	 	
                Name:

                

              	Michael Bullock
	 	
                Title:

                

              	VP, Private Placements
	 	 	 
	 	
                The State Life Insurance Company

              
	 	 	 
	 	
                By: 

                

              	American United Life Insurance Company, its Agent
	 	 	 
	 	
                By:

              	/s/

              	
                Michael Bullock

              
	 	
                Name:

              	Michael Bullock
	 	
                Title:

                

              	VP, Private Placements
	 	 	 
	 	
                United Farm Family Life Insurance Company

              
	 	 	 
	 	
                By: American United Life Insurance Company, its Agent

              
	 	 	 
	 	
                By:

              	/s/	
                Michael Bullock

              
	 	
                Name:  

                

              	Michael Bullock
	 	
                Title:  VP, Private Placements

              


        

        

        
          [Signature Page to First Amendment to Note Purchase Agreement (2016)]

          
            


          

        

        	
                Accepted and Agreed to:

              	 	 
	 	 	 
	 	
                Clifton Park Capital Management, LLC

              
	 	 	 
	 	
                By: 

              	/s/ Matthew D. Dall
	 	 	
                Name:

                

              	Matthew D. Dall
	 	 	
                Title:

                

              	Head of Credit Research


        
          [Signature Page to First Amendment to Note Purchase Agreement (2016)]

          
            


          

        

        	
                Accepted and Agreed to:

              	
                

                

              	 
	 	 	 
	 	
                Mony Life Insurance Company (mnyopn)

              
	 	 	 
	 	
                By:

              	 	 
	 	
                Name:

              	 
	 	
                Title:

              	 


        

        

        
          [Signature Page to First Amendment to Note Purchase Agreement (2016)]

          
            


          

        

        	
                Accepted and Agreed to:

              	 	 
	 	 	 
	 	
                American Equity Investment Life Insurance Company

              
	 	 	 
	 	
                By:

                  

              	/s/ 	Adora Ellis	 
	 	
                Name:  

                

              	Adora Ellis
	 	
                Title: 

                

              	Asst. VP, Corporate Portfolio Manager


        

        
          
            [Signature Page to First Amendment to Note Purchase Agreement (2016)]

            
              


            

          

          	
                  Accepted and Agreed to:

                	 	 
	 	 	 
	 	
                  ReliaStar Life Insurance company

                
	 	 	 
	 	
                  By: Voya Investment Management LLC, its investment adviser

                
	 	 	 
	 	
                  By: Apollo Insurance Solutions Group LP, its investment sub adviser

                
	 	 	 
	 	
                  By: Apollo Capital Management, L.P., its sub adviser

                
	 	 	 
	 	
                  By: Apollo Capital Management GP, LLC, its General Partner

                
	 	 	 
	 	
                  By:

                	/s/	
                  Joseph D. Glatt

                	 
	 	
                  Name:

                	
                  Joseph D. Glatt

                
	 	
                  Title:

                	
                  Vice President

                
	 	 	 
	 	
                  Venerable Insurance and Annuity Company (f/k/a Voya Insurance and Annuity Company)

                
	 	 	 
	 	
                  By: Apollo Insurance Solutions Group LP, its investment adviser

                
	 	 	 
	 	
                  By: Apollo Capital Management, L.P., its sub adviser

                
	 	 	 
	 	
                  By: Apollo Capital Management GP, LLC, its General Partner

                
	 	 	 
	 	
                  By:

                	/s/	
                  Joseph D. Glatt

                	 
	 	
                  Name:

                	
                  Joseph D. Glatt

                
	 	
                  Title:

                	
                  Vice President

                


        

        

          
            [Signature Page to First Amendment to Note Purchase Agreement (2016)]

            
              


            

          

          Accepted and Agreed to:

            

          

          	 	
                  American Family Life Insurance Company

                
	 	 	 
	 	
                  By:

                    

                	/s/	David L. Voge	 
	 	
                  Name:

                  

                	David L. Voge	 
	 	
                  Title:

                  

                	Director – Private Markets	 


           

          

          
             

            

            [Signature Page to First Amendment to Note Purchase Agreement (2016)]