EX-10.1.1





 Exhibit 10.1.1 

EXECUTION VERSION 
  

 
  

PNG COMPANIES LLC 
  

 

FIRST AMENDMENT 

Dated as of August 10, 2011 

to 
 NOTE
PURCHASE AGREEMENT 
 Dated as of February 26, 2010 

 
  

	 	Re:	 $125,000,000 4.17% Series 2010-A Senior Secured Notes, Tranche 1, due
February 26, 2015 


 $105,000,000 4.93% Series 2010-A Senior Secured Notes,
Tranche 2, due February 26, 2017 
 $181,000,000 5.53% Series 2010-A Senior Secured Notes,
Tranche 3, due February 26, 2020 
  
  

 












 FIRST AMENDMENT TO NOTE
PURCHASE AGREEMENT 
 THIS FIRST AMENDMENT dated as of
August 10, 2011 (this “Amendment”) to the Note Purchase Agreement dated as of February 26, 2010 is between PNG COMPANIES LLC, a Delaware limited liability company (the “Company”), and each
of the institutions which is named on the signature pages to this Amendment (collectively, the “Noteholders”). 

RECITALS: 

A. The Company and each of the Noteholders have heretofore entered into that certain Note Purchase Agreement dated as of February 26,
2010 (the “Note Purchase Agreement”). 
 B. The Company has heretofore issued $411,000,000 aggregate principal amount of its
Series 2010-A Senior Secured Notes consisting of (1) $125,000,000 aggregate principal amount of its 4.17% Series 2010-A Senior Secured Notes, Tranche 1, due
February 26, 2015 (the “Tranche 1 Notes”), (2) $105,000,000 aggregate principal amount of its 4.93% Series 2010-A Senior Secured Notes, Tranche 2, due February 26, 2017 (the
“Tranche 2 Notes”) and (3) $181,000,000 aggregate principal amount of its 5.53% Series 2010-A Senior Secured Notes, Tranche 3, due February 26, 2020 (the “Tranche 3
Notes”; said Tranche 3 Notes together with the Tranche 1 Notes and Tranche 2 Notes are hereinafter referred to collectively as the “Notes”) pursuant to the Note Purchase Agreement. The Noteholders are the holders of 100% of
the outstanding principal amount of the Notes. 
 C. The Company and the Noteholders now desire to amend the Note Purchase Agreement in the
respects, but only in the respects, hereinafter set forth. 
 D. 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. 
 E. 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 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows: 












 SECTION 1. AMENDMENTS. 

Section 1.1. Section 7.2(a) of the Note Purchase Agreement shall be and is hereby amended and restated in its
entirety to read as follows: 
 (a) Covenant Compliance — the information (including detailed calculations)
required in order to establish whether the Company was in compliance with the requirements of Section 10.1 through Section 10.3, inclusive, and Section 10.7, if and to the extent applicable, during the quarterly or annual period
covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections,
and the calculation of the amount, ratio or percentage then in existence and, with respect to Section 10.2, showing (i) the outstanding principal amount of Working Capital Loans as of the first day of such quarterly or annual period,
(ii) any borrowings or repayments of Working Capital Loans during such period and (iii) the outstanding principal amount of Working Capital Loans as of the last day of such quarterly or annual period); and 

Section 1.2. Section 10.3 of the Note Purchase Agreement shall be and is hereby amended by inserting the following
proviso at the end thereof: 
 ; provided that in no event shall the amount of Subsidiary Debt permitted pursuant to
this Section 10.3 at any time exceed the amount of Subsidiary Debt then permitted to be outstanding under the Credit Agreement (without giving effect to any amendment or waiver thereof entered into after the occurrence and during the
continuance of a Default or Event of Default). 
 Section 1.3. Section 10.12 of the Note Purchase Agreement shall
be and is hereby amended in its entirety and restated to read as follows: 
 10.12. New Subsidiaries. The
Company will not, and will not permit any Subsidiary to, form, acquire or otherwise own any Subsidiaries except that Peoples and Rager Mountain shall be permitted Subsidiaries of the Company; provided, that the Company may form, acquire or
otherwise own any direct Subsidiaries that engage in the same or substantially similar lines of business but solely to the extent reasonably determined to be prudent in the conduct of the Company’s and its Subsidiaries’ business in the
ordinary course and not adverse to any holder of a Note including, without limitation, the provision of corporate, shared, general, administrative and other services including procuring, billing, accounting, legal and related services to Peoples or
services reasonably related thereto; provided, further that concurrently with the formation or acquisition of any Subsidiary (1) 100% of the Capital Stock of such Subsidiary shall be pledged to secure the obligations of the Company
hereunder (including any Supplement) and under the Notes and the other Senior Secured Obligations (as defined in the Intercreditor Agreement) and (2) the holders of the Notes shall have received board resolutions, officer’s certificates,
opinions of counsel and organization documents with respect to such Subsidiary as the Required Holders or the Collateral Agent shall reasonably request in connection with such pledge. 

  
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 Section 1.4. The definition of “Consolidated Debt”
contained in Schedule B to the Note Purchase Agreement shall be and is hereby amended in its entirety and restated to read as follows: 

“Consolidated Debt” shall mean, at any date, the aggregate principal amount of all Indebtedness of the Company
and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP; provided that for purposes of calculating compliance with the financial covenant set forth in Section 10.2, any Working Capital Loans in
excess of $12,500,000 in the aggregate but less than or equal to $175,000,000 (or such lesser amount of Working Capital Loans that is then excluded as Indebtedness for purposes of determining compliance with any leverage ratio financial covenant
under the Credit Agreement at such time) in the aggregate shall not be included as “Consolidated Debt.” 

Section 1.5. The definition of “Credit Agreement” contained in Schedule B to the Note Purchase
Agreement shall be and is hereby amended in its entirety and restated to read as follows: 
 “Credit
Agreement” shall mean the Credit Agreement dated as of August 10, 2011 by and among the Company, the Lenders (as defined therein) from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other
agents party thereto, as amended, restated, joined, supplemented or otherwise modified from time to time, and any renewals, extensions or replacements thereof, which constitute the primary bank credit facility of the Company and its Subsidiaries.

 Section 1.6. Schedule B to the Note Purchase Agreement shall be and is hereby amended by inserting the
following new definitions in the proper alphabetical order: 
 “Rager Mountain” shall mean Rager Mountan
Storage Company LLC, a Delaware limited liability company formerly known as PNG Services LLC. 
 “Working Capital
Loans” shall mean, at any time, then outstanding extensions of credit (including letters of credit) under the Credit Agreement that are, pursuant to the terms of the Credit Agreement, designated by the Company to finance or support the
working capital needs of the Company and its Subsidiaries and not used for capital expenditures or other purposes. 
 SECTION 2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 

In order 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: 
 (a) this Amendment has been duly authorized,
executed and delivered by it and this Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company 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; 

  
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 (b) the execution, delivery and performance by the Company of this Amendment
and performance by the Company of the terms of the Note Purchase Agreement, as amended by this Amendment, (i) have been duly authorized by all requisite company action and, if required, member action, (ii) do not require the consent or
approval of any governmental or regulatory body or agency, except consents or approvals (A) described in Schedule 5.7 to the Note Purchase Agreement, which have been obtained or made, are in full force and effect and are not subject to appeal
or any condition which has not been satisfied or (B) the failure of which to obtain could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) will not (A) violate (1) any
provision of law, statute, rule or regulation applicable to the Company or its organizational documents, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it or (3) any provision of
any indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound or (B) result in a breach of, or constitute (alone or with due notice or lapse of time or both) a default under any
indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2(b); and 
 (c) no Default
or Event of Default has occurred and is continuing. 
 SECTION 3. CONDITIONS TO
EFFECTIVENESS OF THIS AMENDMENT. 
 Upon satisfaction of each of the following
conditions, this First Amendment shall become effective on and as of August 10, 2011: 
 (a) executed counterparts of
this Amendment, duly executed by the Company and the Required Holders, shall have been delivered to the Noteholders; 
 (b)
the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof; 

(c) the Company shall have delivered a true correct and complete copy of the Credit Agreement to the Noteholders; and 

(d) the Company shall have paid the reasonable 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. 
 Section 4.1. This Amendment shall be construed in connection with and as part of
the Note Purchase Agreement, and except as expressly amended by this Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement, the Notes and each Security Document are hereby ratified and shall be and remain in full
force and effect. On and after the date hereof each reference in the Note Purchase Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Note Purchase Agreement, and each
reference in each of the Security Documents or Notes to “the Note Purchase Agreement,” “thereunder,” “thereof” or words of like import referring to the Note Purchase Agreement, shall mean and be a reference to the Note
Purchase Agreement as amended by this Amendment. 

  
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 Section 4.2. 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. 

Section 4.3. This Amendment shall be governed by and construed 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. 
 *     *     *    
*     *     *     *     *     * 

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 Section 4.4. The execution hereof by you shall constitute a
contract between us for the uses and purposes hereinabove set forth, and this Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement. 

 

			
	 PNG COMPANIES LLC

		
	By	 	 /s/ Morgan O’Brien

		 	Name: Morgan O’Brien
		 	Title: Chief Executive Officer


  

  
 SIGNATURE
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 Accepted and Agreed to: 

 

			
	ING LIFE INSURANCE AND ANNUITY COMPANY
	ING USA ANNUITY AND LIFE INSURANCE COMPANY
	RELIASTAR LIFE INSURANCE COMPANY
	RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
		
	 By:
	 	 ING Investment Management LLC,

as Agent

		
	By:	 	 /s/ Paul Aronson

	Name:	 	Paul Aronson
	Title:	 	Senior Vice President


  

  
 SIGNATURE
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	 METROPOLITAN LIFE INSURANCE COMPANY,

on behalf of itself and as investment
 manager to the entities
below 

	
	 METLIFE INVESTORS
INSURANCE COMPANY 

	
	 METLIFE REINSURANCE
COMPANY OF VERMONT

	
	METLIFE INVESTORS USA INSURANCE COMPANY 
	
	GENERAL AMERICAN LIFE INSURANCE COMPANY


 
			
		
	By:	 	 /s/ John A. Tanyeri

	Name:	 	John A. Tanyeri
	Title:	 	Director


  

  
 SIGNATURE
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	 HARTFORD LIFE INSURANCE
COMPANY

	 HARTFORD ACCIDENT AND
INDEMNITY COMPANY

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

Their agent and attorney-in-fact

		
	By:	 	 /s/ Dawn Crunden

	Name:	 	Dawn Crunden
	Title:	 	Vice President


  

  
 SIGNATURE
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	 THRIVENT FINANCIAL FOR
LUTHERANS

		
	By:	 	 /s/ Alan D. Onstad

	 Name:
	 	Alan D. Onstad
	 Title:
	 	Senior Director


  

  
 SIGNATURE
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	NEW YORK LIFE INSURANCE COMPANY
		
	 By:
	 	 /s/ Ruthard C. Murphy, II





			
	 Name:
	 	Ruthard C. Murphy, II
	 Title:
	 	Corporate Vice President
	
	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION




			
		
	By:	 	 New York Life Investment Management LLC,
 Its
Investment Manager



 
			
		
	 By:
	 	 /s/ Ruthard C. Murphy, II





			
	 Name:
	 	Ruthard C. Murphy, II
	 Title:
	 	Director



  
 SIGNATURE
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	 FORETHOUGHT LIFE INSURANCE
COMPANY

		
	By:	 	 Prudential Private Placement Investors, L.P.

(as Investment Advisor)

		
	By:	 	 Prudential Private Placement Investors, Inc.

(as its General Partner)

		
	By:	 	 /s/ Brien Davis

		 	Vice President


  

  
 SIGNATURE
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	THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA




			
		
	 By:
	 	 /s/ Gwendolyn Foster





			
	 Name:
	 	Gwendolyn Foster
	 Title:
	 	Senior Director
	
	THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.




			
		
	 By:
	 	 /s/ Gwendolyn Foster





			
	 Name:
	 	Gwendolyn Foster
	 Title:
	 	Senior Director


  

  
 SIGNATURE
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	AMERICAN HERITAGE LIFE INSURANCE COMPANY
		
	 By:
	 	 /s/ Carrie A. Cazolas





			
	 Name:
	 	Carrie A. Cazolas


 
			
		
	 By:
	 	 /s/ Jerry D. Zinkula





			
	 Name:
	 	Jerry D. Zinkula
	 Authorized Signatories

	
	ALLSTATE LIFE INSURANCE COMPANY


 
			
		
	 By:
	 	 /s/ Carrie A. Cazolas





			
	 Name:
	 	Carrie A. Cazolas


 
			
		
	 By:
	 	 /s/ Jerry D. Zinkula





			
	 Name:
	 	Jerry D. Zinkula
	 Authorized Signatories

	
	ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK




			
		
	 By:
	 	 /s/ Carrie A. Cazolas





			
	 Name:
	 	Carrie A. Cazolas


 
			
		
	 By:
	 	 /s/ Jerry D. Zinkula





			
	 Name:
	 	Jerry D. Zinkula
	 Authorized Signatories



  

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



 
			
	Name:	 	Ben Vance
	 Title:
	 	Managing Director
	
	UNUM LIFE INSURANCE COMPANY OF AMERICA


 
			
		
	By:	 	Provident Investment Management, LLC
	Its:	 	Agent


 
			
		
	 By:
	 	 /s/ Ben Vance



 
			
	 Name:
	 	Ben Vance
	 Title:
	 	Managing Director


  

  
 SIGNATURE
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	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
		
	By:	 	 Babson Capital Management LLC
 as Investment
Adviser

		
	By:	 	 /s/ Mark B. Ackerman





			
	Name:	 	Mark B. Ackerman
	Title:	 	Managing Director
	
	C.M. LIFE INSURANCE COMPANY


 
			
		
	By:	 	 Babson Capital Management LLC
 as Investment
Adviser

		
	By:	 	 /s/ Mark B. Ackerman





			
	 Name:
	 	Mark B. Ackerman
	Title:	 	Managing Director
	
	MASSMUTUAL ASIA LIMITED


 
			
		
	By:	 	 Babson Capital Management LLC
 as Investment
Adviser

		
	By:	 	 /s/ Mark B. Ackerman





			
	Name:	 	Mark B. Ackerman
	Title:	 	Managing Director


  

  
 SIGNATURE
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	 UNITED OF OMAHA LIFE
INSURANCE COMPANY

		
	By:	 	 /s/ Justin P. Kavan





			
	Name:	 	Justin P. Kavan
	Title:	 	Vice President
	
	 COMPANION LIFE INSURANCE
COMPANY



 
			
		
	By:	 	 /s/ Justin P. Kavan





			
	Name:	 	Justin P. Kavan
	Title:	 	Authorized Signer


  

  
 SIGNATURE
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	 BANKERS LIFE AND CASUALTY
COMPANY

	 COLONIAL PENN LIFE
INSURANCE COMPANY

	 CONSECO LIFE INSURANCE
COMPANY

	 CONSECO HEALTH INSURANCE
COMPANY

		
	By:	 	40|86 Advisors, Inc. acting as Investment Advisor
		
	By:	 	 /s/ Timothy L. Powell





			
	Name:	 	Timothy L. Powell
	Title:	 	Vice President


  

  
 SIGNATURE
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	 MODERN WOODMEN OF
AMERICA

		
	 By:
	 	 /s/ Douglas A. Pannier





			
	 Name:
	 	Douglas A. Pannier
	 Title:
	 	Portfolio Manager - Private Placements


  

  
 SIGNATURE
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	 PROTECTIVE LIFE INSURANCE
COMPANY

		
	 By:
	 	 /s/ Philip E. Passafiume





			
	 Name:
	 	Philip E. Passafiume
	 Title:
	 	Director, Fixed Income


  

  
 SIGNATURE
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	SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY
		
	 By:
	 	 /s/ David Divine





			
	 Name:
	 	David Divine
	 Title:
	 	Portfolio Manager


  

  
 SIGNATURE
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	 CCG TRUST CORPORATION

		
	 By:
	 	 /s/ Stephen Emtage





			
	 Name:
	 	Stephen Emtage
	 Title:
	 	Chairman


  

  
 SIGNATURE
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	 CUNA MUTUAL INSURANCE SOCIETY


		
	 By:
	 	MEMBERS Capital Advisors, Inc. acting as Investment Advisor
		
	 By:
	 	 /s/ Allen R. Cantrell





			
	 Name:
	 	Allen R. Cantrell
	 Title:
	 	Managing Director, Investments


  

  
 SIGNATURE
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	 GREAT-WEST LIFE &
ANNUITY INSURANCE COMPANY

		
	 By:
	 	 /s/ James Lowery





			
	 Name:
	 	James Lowery
	 Title:
	 	Assistant Vice President, Investments


 
			
		
	 By:
	 	 /s/ Paul Runnalls





			
	 Name:
	 	Paul Runnalls
	 Title:
	 	Manager, Investments


  

  
 SIGNATURE
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	 LIFE INSURANCE COMPANY OF
THE SOUTHWEST

		
	 By:
	 	 /s/ R. Scott Higgins





			
	 Name:
	 	R. Scott Higgins
	 Title:
	 	Senior Vice President Sentinel Asset Management


  

  
 SIGNATURE
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	PRIMERICA LIFE INSURANCE COMPANY
		
	 By:
	 	 Conning, Inc., as Investment Manager

		
	 By:
	 	 /s/ Felicisimo G. Falcon, Jr.





			
	 Name:
	 	Felicisimo G. Falcon, Jr.
	 Title:
	 	Director
	
	SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA




			
		
	 By:
	 	 Conning, Inc., as Investment Manager

		
	 By:
	 	 /s/ Felicisimo G. Falcon, Jr.





			
	 Name:
	 	Felicisimo G. Falcon, Jr.
	 Title:
	 	Director


  

  
 SIGNATURE
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