Exhibit 4.7


 





 


Quad/Graphics, Inc.


Quad/Tech, Inc.


Quad/Tech Europe, Inc.


Quad/Creative, LLC


DuPlainville Transport, Inc.


The Quad Technology Group, Inc.


Silver Spring Realty, Inc.


Chemical Research/Technology Co.


Quad/West, Inc.


Quad/Med, LLC


Quad/Tech East, Inc.


P-Direct, LLC


Graphic Services, Inc.


Child Day Care & Learning Services, Inc.


 






 


Third Amendment


Dated as of January 26, 2006


to


Note Agreement


Dated as of September 1, 1995


 






 

















 


THIRD AMENDMENT TO NOTE AGREEMENT


 


This Third Amendment dated as of January 26, 2006
(the or this “Third Amendment”) to the Note Agreement dated as of September 1,
1995 as amended pursuant to that certain First Amendment and Consent dated as
of June 1, 1996 and that certain Second Amendment to Note Agreement dated
as of March 24, 1998 (as amended and supplemented to the date hereof, the “Note
Agreement”) is between Quad/Graphics, Inc., a Wisconsin corporation (the “Company”),
Quad/Tech, Inc., a Wisconsin corporation, Quad/Tech Europe, Inc., a
Delaware corporation, Quad/Creative, LLC, a Wisconsin LLC, DuPlainville
Transport, Inc., a Wisconsin corporation, Quad/Tech East, Inc., a
Wisconsin corporation, The Quad Technology Group, Inc., a Wisconsin
corporation, Silver Spring Realty, Inc., a Wisconsin corporation, Chemical
Research/Technology Co., a Wisconsin general partnership, Quad/West, Inc.,
a Delaware corporation, Quad/Med, LLC, a Delaware LLC, P-Direct, LLC, a
Wisconsin limited liability company, Graphic Services, Inc. a Delaware
corporation, and Child Day Care & Learning Services, Inc., a
Wisconsin corporation, (collectively, the “Obligors”), and each of the
institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).


 


RECITALS:


 


A.            The Company and each of the Noteholders
is a party to the Note Agreement either as an original signatory thereto or
through the execution and delivery of a supplement thereto.  The Company has from time to time issued
notes pursuant to the Note Agreement (collectively, the “Notes”).


 


B.            The Company and the Noteholders now
desire to amend the Note Agreement in the respects, but only in the respects,
hereinafter set forth.


 


C.            Capitalized terms used herein shall have
the respective meanings ascribed thereto in the Note Agreement unless herein
defined or the context shall otherwise require.


 


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


 


Now, therefore, the Company and the Noteholders, in
consideration of good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, do hereby agree as follows:


 


SECTION 1.         AMENDMENTS.


 


1.1           General Amendment. 
All references in the Note Agreement to “Foley & Lardner” are
hereby amended to read “Foley & Lardner, Godfrey & Kahn, SC,
or such other counsel as is reasonably acceptable at the time to the holders of
more than 50% in aggregate outstanding principal amount of the Notes.”


 


1.2           Section 5.7 of the Note Agreement is hereby
amended to read in its entirety as follows:


 

















 


Section 5.7.            Consolidated Net Worth.  The Obligors will at all times keep and
maintain Consolidated Net Worth at an amount not less than the sum of (i) $625,000,000
plus (ii) an amount, calculated as of the last day of each fiscal year
starting with the fiscal year beginning January 1, 2006, equal to 40% of
the remainder of (A) Consolidated Net Income for each fiscal year
beginning on or after January 1, 2006 determined on a cumulative basis,
minus (B) S Corporation Tax Distributions declared with respect to
such fiscal year; provided that for purposes of any determination under this
§5.7, if such remainder for any particular fiscal year is a deficit figure,
then such remainder, for that particular fiscal year, shall be deemed to be
zero for the purposes of this §5.7 and, accordingly, shall not reduce the
amount of Consolidated Net Worth required to be maintained by the Obligors
pursuant to this §5.7.


 


1.3           Section 9.6 of the Note Agreement is hereby
amended to read in its entirety as follows:


 


Section 9.6.            Notices.  All
communications provided for hereunder shall be in writing and, if to a Holder,
delivered or mailed by registered or certified mail or overnight courier
service, addressed to such Holder at such Holder’s address appearing on
Schedule I to this Agreement or such other address as any Holder may
designate to the Obligors in writing, and if to the Obligors, delivered or
mailed by registered or certified mail or overnight courier service to the
Company at N63 W23075 Main Street, Sussex, WI 
53089, Attention:  Vice
President-Finance with a copy to the Company’s General Counsel at same address
or to such other address as the Obligors may in writing designate to you or to
the Holders.


 


1.4           Section 8 of the Note Agreement is hereby amended
by inserting the following definition in alphabetical order:


 


“S Corporation
Tax Distributions” shall mean distributions made to the Company’s shareholders
to pay state and federal income taxes incurred by such shareholders on account
of their status as such for any year in which the Company has elected to be
taxed as an S Corporation under the Code calculated at the highest state
and federal marginal tax rates applicable to such shareholders, taking into
account the character of each separately stated item of taxable income, the
federal tax benefit for state taxes and the phase-out of itemized deductions
and credits and other offsets to tax.


 


SECTION 2.         REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


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


 


(a)           Each of the Obligors is a corporation,
limited liability company or partnership, as the case may be, duly organized,
legally existing, and in good standing under the laws of its jurisdiction of
organization, and is duly qualified as a foreign corporation and in good
standing in all other jurisdictions wherein the nature of its business or its
assets make such qualification necessary;


 


2

















 


(b)           The Obligors’ execution and delivery of
the Third Amendment and performance of their obligations hereunder: (a) are
and will be within their respective powers; (b) are duly authorized by
each Obligor; (c) are not and will not be in contravention of any law,
statute, rule or regulation, the terms of any of Obligor’s organization
documents, nor of any indenture, agreement or undertaking to which any Obligor
or any of its properties are bound; (d) do not require any consent or
approval (including governmental) which has not been given; and (e) will
not result in the imposition of liens, charges or encumbrances on any of its
properties or assets;


 


(c)           The Third Amendment, when duly executed
and delivered, will constitute the legal, valid and binding obligation of the
Obligors, enforceable in accordance with its terms, except as enforcement may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws or equitable principles relating to or limiting creditors’ rights
generally;


 


(d)           All balance sheets, income statements and
other financial data which have been furnished to any Noteholder by any Obligor
to induce such holder of a Note to enter into the Third Amendment do fairly
represent the Obligors’ financial condition as of the dates for which the same
are furnished.  All such financial
statements, reports, papers and other data furnished to any Noteholder are
accurate and correct in all material respects and complete insofar as
completeness may be necessary to give such holder of a Note a true and accurate
knowledge of the subject matter.  Since
the date of such financial statements, no material adverse change has occurred
in the operations or condition, financial or otherwise, of the Obligors, nor
have the Obligors incurred since December 31, 2004, any material
liabilities or made any material investment or guarantees, direct or
contingent, in any single case or in the aggregate that are not reflected on
such financial statements;


 


(e)           the Note Agreement, as amended by this
Third Amendment, constitutes the legal, valid and binding obligation, contract
and agreement of each Obligor enforceable against it in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles relating to
or limiting creditors’ rights generally;


 


(f)            as of the date hereof and after giving
effect to this Third Amendment, no Default or Event of Default has occurred
which is continuing;


 


(g)           (a) No Obligor is (i) a blocked
person described in Section 1 of Executive Order 13224 of the September 23,
2001 Blocking Property and Prohibiting Transaction With Persons Who Commit and
Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49049 (2001)) or (ii) engaged
in any dealings or transactions, or is otherwise associated, with any such
blocked person and (b) the Company and its Subsidiaries are in compliance,
in all Material respects, with the USA Patriot Act of 2001 (signed into law October 26,
2001); and


 


(h)           The Mortgages and the Security Agreement,
or financing statements relative thereto, have been recorded or filed for
record in all public offices, if any, 


 


3

















 


wherein such filing or recordation is necessary to perfect the lien
thereof against creditors of and purchasers from the Company. Such Mortgages
and Security Agreement constitute a valid first priority lien on the Collateral
specifically described in the Granting Clauses thereof (including, without
limitation, any supplements thereto).


 


SECTION 3.         CONDITIONS
TO EFFECTIVENESS OF THIS THIRD AMENDMENT.


 


3.1           This Third Amendment shall not become effective until,
and shall become effective when, each and every one of the following conditions
shall have been satisfied:


 


(a)           executed counterparts of this Third
Amendment, duly executed by the Company and the Noteholders holding the
requisite principal amount of Notes as required under the Note Agreement shall
have been delivered to the Noteholders;


 


(b)           the Noteholders shall have received a
copy of the resolutions of the Board of Directors or similar governing body of
each Obligor authorizing the execution, delivery and performance by each such
Obligor of its obligations under this Third Amendment, certified by its
Secretary or an Assistant Secretary;


 


(c)           the representations and warranties of the
Obligors set forth in § 2 hereof are true and correct on and with respect
to the date hereof and the Obligors shall have delivered a certificate to such
effect; and


 


(d)           all proceedings taken in connection with
the transactions contemplated by this Third Amendment, and all documents
necessary to the consummation thereof, shall be reasonably satisfactory in form
and substance to the Noteholders and their counsel, and the Noteholders shall
have received a copy (executed or certified as may be appropriate) of all such
documents or proceedings taken in connection with the consummation of said
transactions.


 


Upon receipt of all of the foregoing, this Third Amendment shall become
effective.


 


SECTION 4.         PAYMENT
OF NOTEHOLDERS’ COUNSEL FEES AND EXPENSES.


 


4.1           The Company agrees to pay upon demand, the reasonable
fees and expenses of Chapman and Cutler LLP, counsel to the Noteholders, in
connection with the negotiation, preparation, approval, execution and delivery
of this Third Amendment.


 


SECTION 5.         MISCELLANEOUS.


 


5.1           This Third Amendment shall be construed in connection
with and as part of the Note Agreement, and except as modified and expressly
amended by this Third Amendment, all terms, conditions and covenants contained
in the Note Agreement and the Notes are hereby ratified and shall be and remain
in full force and effect.


 


5.2           Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Third Amendment may refer to the Note 


 


4

















 


Agreement without making specific reference to this
Third Amendment but nevertheless all such references shall include this Third
Amendment unless the context otherwise requires.


 


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


 


5.4           This Third Amendment shall be governed by and
construed in accordance with Wisconsin law.


 


5.5           The execution hereof by you shall constitute a
contract between us for the uses and purposes hereinabove set forth, and this
Third Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original, but all together only one agreement.


 


[signature pages follow]


 


5

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  QUAD/GRAPHICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John C. Fowler

  
	
   

  	
   

  	
  Its Senior Vice
  President of Finance and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  QUAD/TECH, INC.

  
	
   

  	
  QUAD/TECH EUROPE, INC.

  
	
   

  	
  QUAD/CREATIVE, LLC

  
	
   

  	
  DUPLAINVILLE TRANSPORT,
  INC.

  
	
   

  	
  THE QUAD TECHNOLOGY
  GROUP, INC.

  
	
   

  	
  SILVER SPRING REALTY,
  INC.

  
	
   

  	
  CHEMICAL
  RESEARCH/TECHNOLOGY CO.

  
	
   

  	
  QUAD/WEST, INC.

  
	
   

  	
  QUAD/MED, LLC

  
	
   

  	
  QUAD/TECH EAST, INC.

  
	
   

  	
  P-DIRECT, LLC

  
	
   

  	
  GRAPHIC SERVICES, INC.

  
	
   

  	
  CHILD DAY
  CARE & LEARNING SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John C. Fowler

  
	
   

  	
   

  	
  Their Treasurer

  



 


6

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  AMERICAN FAMILY
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Phillip Hannifan

  
	
   

  	
   

  	
  Its Investment
  Director

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  AMERICAN GENERAL LIFE
  INSURANCE COMPANY

  
	
   

  	
  By 

  	
  AIG Global Investment
  Corp.,

  
	
   

  	
  Investment Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Victoria Y. Chin

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  AMERICAN UNITED LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Michael J. Bullock

  
	
   

  	
  Its

  	
  V.P. Private
  Placements

  



 


[Signature Page to Third
Amendment to Note Agreement]


 






 










 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  AMERITAS LIFE INSURANCE
  CORP.

  
	
   

  	
  By Ameritas Investment
  Advisors Inc., as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Andrew S. White

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  AMERUS LIFE INSURANCE
  CO.

  
	
   

  	
  By: AmerUs Capital
  Management Group, Inc.

  
	
   

  	
   

  	
  Its authorized
  attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
   

  	
  Its VP – Private
  Placements

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDIANAPOLIS LIFE
  INSURANCE CO.

  
	
   

  	
  By: AmerUs Capital
  Management Group, Inc.

  
	
   

  	
   

  	
  Its authorized
  attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
   

  	
  Its VP – Private
  Placements

  
	
   

  	
   

  	
   

  
	
   

  	
  9.16% Senior Secured
  Note, Series 2003-1 Tranche A

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  AXA EQUITABLE LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
   

  	
  Its Investment Officer

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  CATHOLIC KNIGHTS INSURANCE
  SOCIETY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
   

  	
  Its Vice President

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this agreement this 19th day of December, 2005.


 


	
   

  	
  CUNA Mutual Insurance
  Society

  
	
   

  	
  Members Capital
  Advisors, Inc.,

  
	
   

  	
  Its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ David L. Voge

  
	
   

  	
  Its

  	
  Senior Investment
  Analyst

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CUNA Mutual Life
  Insurance Company

  
	
   

  	
  Members Capital
  Advisors, Inc.,

  
	
   

  	
  Its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ David L. Voge

  
	
   

  	
  Its

  	
  Senior Investment
  Analyst

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  FEDERATED MUTUAL
  INSURANCE COMPANY

  
	
   

  	
  By:

  	
  Advantus Capital
  Management, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
   

  	
  Its Vice President

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  FIRST COLONY LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John R. Endres

  
	
   

  	
   

  	
  Name:  John R. Endres

  
	
   

  	
   

  	
  Title:  Investment Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC
  CAPITAL ASSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John R. Endres

  
	
   

  	
   

  	
  Name:  John R. Endres

  
	
   

  	
   

  	
  Title:  Investment Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE REINSURANCE
  CORPORATION

  
	
   

  	
  BY: GE ASSET MANAGEMENT
  INCORPORATED,

  
	
   

  	
  ITS INVESTMENT MANAGER

  
	
   

  	
  BY:  GENWORTH FINANCIAL ASSET MANAGEMENT, LLC,
  ITS INVESTMENT ADVISOR

  



 


 


	
   

  	
  By:

  	
  /s/ John R. Endres

  
	
   

  	
   

  	
  Name:  John R. Endres

  
	
   

  	
   

  	
  Title:   Assistant Vice President

  
	
   

  	
   

  
	
   

  	
  GE REINSURANCE
  CORPORATION

  
	
   

  	
  BY: GE ASSET MANAGEMENT
  INCORPORATED,

  
	
   

  	
  ITS INVESTMENT MANAGER

  
	
   

  	
  BY:  GENWORTH FINANCIAL ASSET MANAGEMENT, LLC,
  ITS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Endres

  
	
   

  	
   

  	
  Name:  John R. Endres

  
	
   

  	
   

  	
  Title:   Assistant Vice President

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  FIRST PENN-PACIFIC LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  Senior Vice President

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  GREAT WESTERN INSURANCE
  CO.

  
	
   

  	
  By:

  	
  Advantus Capital
  Management, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  INDIANAPOLIS LIFE
  INSURANCE CO.

  
	
   

  	
  By: AmerUs Capital
  Management Group, Inc.

  
	
   

  	
  Its authorized
  attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  VP – Private Placements

  
	
   

  	
   

  
	
   

  	
  7.14% Senior Secured
  Notes, Series 1995-1 Tranche A

  
	
   

  	
   

  
	
   

  	
  7.56% Senior Secured
  Notes, Series 1995-1 Tranche B

  



 


[Signature Page to Third
Amendment to Note Agreement]


 














 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  JACKSON NATIONAL LIFE
  INSURANCE COMPANY

  
	
   

  	
  By:  PPM  America, Inc.
  as Attorney-in-fact,

  
	
   

  	
  on behalf of Jackson
  National Life Insurance Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  Senior Managing
  Director

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  JEFFERSON-PILOT LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  John Hancock Life
  Insurance Company

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  John Hancock Variable
  Life Insurance Company

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  Authorize Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature 3 Limited

  
	
   

  	
  By:

  	
  John Hancock Life
  Insurance Company,

  
	
   

  	
   

  	
  As Portfolio Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  Managing Director

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  Keyport Life Insurance
  Co.

  
	
   

  	
  SUN LIFE ASSURANCE
  COMPANY OF CANADA (U.S.)

  
	
   

  	
  Successor by merger to
  Keyport Life Insurance Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Deborah J. Foss

  
	
   

  	
  Its

  	
  Assistant Vice
  President

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ann C. King

  
	
   

  	
   

  	
  Senior Counsel,
  Investments

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  LINCOLN INVESTMENT
  MANAGEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  Senior Vice President

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  LINCOLN LIFE &
  ANNUITY COMPANY OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  Senior Vice President

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  THE LINCOLN NATIONAL
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  Senior Vice President

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  MASSACHUSETTS MUTUAL
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By: Babson Capital
  Management LLC

  
	
   

  	
  As Investment Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Elisabeth A.
  Perenick

  
	
   

  	
  Its

  	
  Managing Director

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  MIDLAND NATIONAL LIFE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  Stephen D. Sautel

  
	
   

  	
  Its

  	
  Managing Director

  



 


[Signature Page to Third
Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  MINNESOTA MUTUAL
  LIFE INSURANCE COMPANY

  
	
   

  	
  By: Advantus Capital
  Management, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third
Amendment to Note Agreement]


 














 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  MONUMENTAL LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Bill Henricksen

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  J. Romeo &
  Co., as nominee for

  
	
   

  	
  MONY LIFE INSURANCE
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  partner

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  J. Romeo &
  Co., as nominee for

  
	
   

  	
  MONY LIFE INSURANCE
  COMPANY OF AMERICA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  partner

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  MUTUAL OF OMAHA
  INSURANCE CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Curtis R. Caldwell

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS
WHEREOF, the undersigned has executed and delivered this Third Amendment, as of
the date first above written.


 


	
   

  	
  MTL INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By

  	
  Prudential Private
  Placement Investors, L.P.

  (as Investment Advisor)

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  Prudential Private
  Placement Investors, Inc.

  (as its General Partner))

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 

  
	
   

  	
   

  	
  Vice President

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  NORTH AMERICAN CO. FOR
  LIFE & HEALTH INS OF NY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Stephen D. Sautel

  
	
   

  	
  Its

  	
  Managing
  Director

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  THE NORTHWESTERN MUTUAL
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  Authorized
  Representative

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  THE OHIO NATIONAL LIFE
  ASSURANCE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Jed R. Martin

  
	
   

  	
  Its

  	
  Vice President,
  Private Placements

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  THE OHIO NATIONAL LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Jed R. Martin

  
	
   

  	
  Its

  	
  Vice President,
  Private Placements

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  THE PAUL REVERE LIFE
  INSURANCE COMPANY

  
	
   

  	
  By:

  	
  Provident Investment
  Management, LLP, its Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third Amendment to Note
Agreement]


 














 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  THE PENN MUTUAL LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ David M. O’Mally

  
	
   

  	
  Its

  	
  Head of Fixed
  Income

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  PEOPLES BENEFIT LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Bill Henricksen

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  PHOENIX LIFE INSURANCE
  CO.

  
	
   

  	
  By 

  	
  Phoenix Investment
  Counsel, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Nelson Correa, CFA

  
	
   

  	
  Its

  	
  Senior Managing
  Director

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  PRINCIPAL LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By

  	
  Principal Global
  Investors, LLC

  
	
   

  	
   

  	
  A Delaware limited
  liability company,

  
	
   

  	
   

  	
  Its authorized
  signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Colin Pennycooke

  
	
   

  	
  Its:

  	
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth D.
  Swanson

  
	
   

  	
  Its:

  	
  Counsel

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  PROTECTIVE LIFE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
  Its

  	
  SVP &
  CIO and Treasurer

  



 


[Signature Page to Third Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  THE PRUDENTIAL
  ASSURANCE COMPANY LIMITED

  
	
   

  	
  By:

  	
  PPM America, Inc.
  as its attorney in fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Mark Staub

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  REASSURE AMERICA LIFE
  INS. CO.

  
	
   

  	
  By:

  	
  Swiss Re Asset Management
  (Americas) Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Feliciano G.
  Falcon, Jr.

  
	
   

  	
  Its:

  	
  Vice President

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  STATE FARM LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey T. Attwood

  
	
   

  	
  Its:

  	
  Investment Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
  Its:

  	
  Assistant
  Secretary

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  STATE OF WISCONSIN
  INVESTMENT BOARD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica A. Jaehnig

  
	
   

  	
  Its:

  	
  Portfolio
  Manager

  



 


[Signature
Page to Third Amendment to Note Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  SUN LIFE ASSURANCE
  COMPANY OF CANADA

  
	
   

  	
  Acting through its U.S.
  Branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leo D. Saraceno

  
	
   

  	
  Its:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann C. King

  
	
   

  	
  Its:

  	
  Senior Counsel,
  Investments

  



 


[Signature Page to Third Amendment to Note
Agreement]


 














 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  SUN LIFE OF CANADA
  (INTERNATIONAL)

  
	
   

  	
  SUN LIFE FINANCIAL
  (HONG KONG) LIMITED by Sun Capital Advisers LLC, its Investment Adviser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leo D. Saraceno

  
	
   

  	
  Its:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy Monahan

  
	
   

  	
  Its:

  	
  Vice President

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  TEACHERS INSURANCE AND
  ANNUITY ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Marina Mavrakis

  
	
   

  	
  Its

  	
  Managing Director

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  THRIVENT FINANCIAL FOR
  LUTHERANS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Glen J. Vanic

  
	
   

  	
  Its

  	
  Portfolio Manager

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  TRANSAMERICA LIFE INSURANCE COMPANY successor by
  merger to

  
	
   

  	
  TRANSAMERICA LIFE
  INSURANCE AND ANNUITY COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Bill Henricksen

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Bill Henricksen

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  THE TRAVELERS INSURANCE CO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ 

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  UNITED OF OMAHA LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Curtis R. Caldwell

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  UNUM LIFE INSURANCE COMPANY OF AMERICA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ben Vance

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

  
	
   

  	
  By:

  	
  AIG Global Investment
  Corp., Investment Adviser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Victoria Y. Chin

  
	
   

  	
  Its

  	
  Vice President

  



 


[Signature Page to Third Amendment to Note
Agreement]


 

















 


IN WITNESS WHEREOF, the undersigned has executed and
delivered this Third Amendment, as of the date first above written.


 


	
   

  	
  ASSURITY LIFE INSURANCE COMPANY

  
	
   

  	
  (successor in interest
  to

  
	
   

  	
  Woodmen Accident and
  Life Company)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Victor Weber

  
	
   

  	
  Its

  	
  Senior Director -
  Investments

  



 


[Signature Page to Third Amendment to Note
Agreement]