EX-10.1.8





 Exhibit 10.1.8 

EXECUTION VERSION 
  

 
  

PNG COMPANIES LLC 

FIFTH SUPPLEMENT TO NOTE PURCHASE AGREEMENT 

Dated as of December 20, 2017 

Re: $21,000,000 4.50% Series 2017-D Senior Secured Notes, Tranche 1, due 

November 17, 2021 
 $8,181,825
6.42% Series 2017-D Senior Secured Notes, Tranche 2, due 
 December 28, 2022 

$4,090,913 5.66% Series 2017-D Senior Secured Notes, Tranche 3, due 

October 31, 2020 
 $454,550
5.67% Series 2017-D Senior Secured Notes, Tranche 4, due 
 October 31, 2018 

$5,454,545 5.99% Series 2017-D Senior Secured Notes, Tranche 5, due 

October 31, 2023 
 $30,000,000
3.53% Series 2017-D Senior Secured Notes, Tranche 6, due 
 August 23, 2023 

 
  

 












 PNG COMPANIES LLC 

375 North Shore Drive, Suite 600 

Pittsburgh, PA 15212 
 Dated as of

 December 20, 2017 
 To the Purchasers
listed in 
   the attached Schedule A hereto 

Ladies and Gentlemen: 
 This Fifth Supplement to
Note Purchase Agreement (this “Fifth Supplement”) is between PNG COMPANIES LLC, a Delaware limited liability company (the “Company”), and the institutional investors named on Schedule A attached
hereto (the “Purchasers”). 
 Reference is hereby made to that certain Note Purchase Agreement dated as of
February 26, 2010 (as amended by that certain First Amendment to Note Purchase Agreement dated as of August 10, 2011, that certain Second Amendment to Note Purchase Agreement dated as of August 22, 2013, that certain First Supplement
to Note Purchase Agreement dated as of December 12, 2013 and that Third Amendment to Note Purchase Agreement dated as of November 9, 2017, the “Note Purchase Agreement”) between the Company and the purchasers party
thereto. All capitalized terms not otherwise defined herein shall have the same meaning as specified in the Note Purchase Agreement. Reference is further made to Section 2.2(c)(2) of the Note Purchase Agreement which requires that, prior to the
delivery of any Additional Notes, the Company and each Additional Purchaser shall execute and deliver a Supplement. 
 Peoples Gas Company
LLC (formerly known as Peoples TWP LLC), a Pennsylvania limited liability company (“TWP”), is party to that certain Amended and Restated Note Purchase Agreement dated as of June 20, 2013 (as amended by that certain First
Amendment to Amended and Restated Note Purchase Agreement dated as of September 19, 2017, the “Existing TWP Note Agreement”) by TWP and each purchaser party thereto, pursuant to which TWP authorized the issuance and sale of its
(a) 4.50% Senior Notes, Series A, due November 17, 2021, of which $21,000,000 remains outstanding (the “Existing Series A Notes”); (b) 6.42% Senior Notes, Series B, due December 28, 2022 of which $8,181,825 remains
outstanding (the “Existing Series B Notes”); (c) 5.66% Senior Notes, Series C, due October 31, 2020 of which $4,090,913 remains outstanding (the “Existing Series C Notes”); (d) 5.67% Senior Notes, Series D, due
October 31, 2018 of which $454,550 remains outstanding (the “Existing Series D Notes”); (e) 5.99% Senior Notes, Series E, due October 31, 2023 of which $5,454,545 remains outstanding (the “Existing Series E
Notes”) and (f) 3.53% Senior Notes, Series G, due August 23, 2023 of which $30,000,000 remains outstanding (the “Existing Series G Notes”, and together with the Existing Series A Notes, the Existing Series B
Notes, the Existing Series C Notes, the Existing Series D Notes and the Existing Series E Notes, the “Existing TWP Notes”). Pursuant to Section 13.4 of 












 
the Existing TWP Note Agreement, if TWP becomes a wholly-owned direct Subsidiary of the Company on or prior to August 23, 2018, all of the then outstanding Existing TWP Notes may be
exchanged for promissory Notes of the Company issued pursuant to a supplement to the Note Purchase Agreement. TWP will become a wholly-owned direct Subsidiary of the Company on December 20, 2017 (such transaction reorganization referred to as
the “TWP Reorganization”) and pursuant to Section 13.4 of the Existing TWP Note Agreement, the Company will issue to the Purchasers which hold the Existing TWP Notes its Series 2017-D
Notes (as defined below) in exchange for such Existing TWP Notes (such issuance and exchange hereafter referred to as the “Note Exchange”). 

The Company hereby agrees with the Purchasers as follows: 

1. The Company has authorized the issue and exchange of (a) $21,000,000 aggregate principal amount of its 4.50% Series 2017-D Senior Secured Notes, Tranche 1, due November 17, 2021 (the “Series 2017-D Tranche 1 Notes”); (b) $8,181,825 aggregate principal
amount of its 6.42% Series 2017-D Senior Secured Notes, Tranche 2, due December 28, 2022 (the “Series 2017-D Tranche 2 Notes”); (c) $4,090,913
aggregate principal amount of its 5.66% Series 2017-D Senior Secured Notes, Tranche 3, due October 31, 2020 (the “Series 2017-D Tranche 3 Notes”);
(d) $454,550 aggregate principal amount of its 5.67% Series 2017-D Senior Secured Notes, Tranche 4, due October 31, 2018 (the “Series 2017-D Tranche 4
Notes”); (e) $5,454,545 aggregate principal amount of its 5.99% Series 2017-D Senior Secured Notes, Tranche 5, due October 31, 2023 (the “Series
2017-D Tranche 5 Notes”); and (f) $30,000,000 aggregate principal amount of its 3.53% Series 2017-D Senior Secured Notes, Tranche 6, due August 23, 2023
(the “Series 2017-D Tranche 6 Notes”). The Series 2017-D Tranche 1 Notes, the Series 2017-D Tranche 2 Notes, the
Series 2017-D Tranche 3 Notes, the Series 2017-D Tranche 4 Notes, the Series 2017-D Tranche 5 Notes and the Series 2017-D Tranche 6 Notes are collectively referred to as the “Series 2017-D Notes”. The Series 2017-D Notes, together
with the Series 2010-A Notes initially issued pursuant to the Note Purchase Agreement, the Series 2013-A Notes issued pursuant to the First Supplement to the Note
Purchase Agreement dated as of December 12, 2013, the Series 2017-A Notes issued pursuant to the Second Supplement dated as of July 14, 2017, the Series 2017-B
Notes issued pursuant to the Third Supplement dated as of September 20, 2017, the Series 2017-C Notes issued pursuant to the Fourth Supplement dated as of November 9, 2017 and each series of
Additional Notes which may from time to time hereafter be issued pursuant to the provisions of Section 2.2 of the Note Purchase Agreement, are collectively referred to as the “Notes” (such term shall also include any such notes issued
in substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Series 2017-D Tranche 1 Notes, the Series 2017-D Tranche 2 Notes, the Series 2017-D Tranche 3 Notes, the Series 2017-D Tranche 4 Notes, the Series 2017-D Tranche 5 Notes and the Series 2017-D Tranche 6 Notes shall be substantially in the form set out in Exhibit 1(a), Exhibit 1(b), Exhibit 1(c), Exhibit 1(d), Exhibit 1(e) and Exhibit 1(f) hereto, respectively, with such changes therefrom, if any,
as may be approved by the Purchasers and the Company. 
 2. Subject to the terms and conditions hereof and as set forth in the Note Purchase
Agreement and on the basis of the representations and warranties hereinafter set forth, the Company will issue to each Purchaser, at the Closing provided for in Section 3, and each Purchaser will receive from the Company, Series 2017-D Notes in consideration for the 

  
 -2- 













 
exchange of the Existing TWP Notes in the principal amount specified opposite such Purchaser’s name in Schedule A hereto. The obligations of each Purchaser hereunder are several and not
joint obligations and no Purchaser shall have any obligation or any liability to any Person for the performance or nonperformance by any other Purchaser hereunder. 

3. The Note Exchange shall occur concurrently with the consummation of the TWP Reorganization at the offices of Schiff Hardin LLP, 666 Fifth
Avenue, 17th Floor, New York, New York 10103 at 11:00 a.m. New York, New York time, at a closing (the “Closing”) on December 20, 2017 (the “Closing Date”). At the Closing, the Company will deliver to each
Purchaser of the Series 2017-D Notes to be exchanged for such Purchaser’s Existing TWP Note as specified opposite such Purchaser’s name in Schedule A attached hereto of each tranche to be exchanged
by such Purchaser in the form of a single Series 2017-D Note of such tranche (or such greater number of Series 2017-D Notes in denominations of at least $100,000 as such
Purchaser may request) dated the date of Closing and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee). If, at the Closing, the Company shall fail to tender such Series
2017-D Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser
shall, at its election, be relieved of all further obligations under this Fifth Supplement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment. Promptly after the Closing the Purchasers
holding Existing TWP Notes agree to deliver such Existing TWP Notes to the Company for cancellation. 
 4. The obligation of each Purchaser
to exchange the Existing TWP Notes for the Series 2017-D Notes at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to the Closing, of the following conditions: 

(a) Except as deemed modified or substituted and replaced by the representations and warranties set forth in Exhibit A hereto,
each of the representations and warranties of the Company set forth in Section 5 of the Note Purchase Agreement shall be true and correct as of the Closing Date. 

(b) The Company shall have performed and complied with all agreements and conditions contained in the Note Purchase Agreement
as supplemented by the Fifth Supplement, the Security Documents and the conditions set forth in Section 13.4 of the Existing TWP Note Agreement required to be performed or complied with by it prior to or on the Closing Date, and after giving
effect to the Note Exchange (and the application of the proceeds thereof as contemplated by Section 5.14 of Exhibit A hereto), no Default or Event of Default shall have occurred and be continuing and no waiver of Default or Event of Default
shall be in effect. 
 (c) The Company shall have delivered to such Purchaser: 

(i) an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in Sections 4(a), (b) and
(l) have been fulfilled; 

  
 -3- 













 (ii) an Officer’s Certificate executed by a duly authorized Senior
Financial Officer stating that such officer has reviewed the provisions of the Note Purchase Agreement (including this Fifth Supplement) and setting forth the information and computations (in sufficient detail) required to establish whether after
giving effect to the issuance of the Series 2017-D Notes and after giving effect to the application of the proceeds thereof, the Company will be in compliance with the requirements of Sections 10.1, 10.2 and
10.3 of the Note Purchase Agreement on such date; and 
 (iii) a certificate of its Secretary, Assistant Secretary or other
officer, dated the Closing Date, certifying as to the resolutions attached thereto and other limited liability company proceedings relating to the authorization, execution and delivery of the Series 2017-D
Notes and this Fifth Supplement. 
 (d) Each Security Document shall be in full force and effect and such Purchaser shall
have received a duly executed copy thereof. The Company shall have delivered any certificates representing the issued and outstanding Capital Stock of TWP pledged under the Security Documents and instruments of assignment executed in blank to the
Collateral Agent. Pursuant to the Security Documents, the Collateral Agent, for the equal and ratable benefit of the Purchasers, the other holders of Notes and the Lenders, shall have a perfected Lien on the Collateral described therein, prior and
superior in right to any other Person (other than with respect to Liens expressly permitted to be prior pursuant to Section 10.4 of the Note Purchase Agreement). Such Purchaser shall have received the results of a recent Lien search with
respect to the Company, and such search shall reveal no Liens on any of the assets of the Company except for Liens permitted by Section 10.4 of the Note Purchase Agreement or discharged on or prior to the Closing Date pursuant to documentation
satisfactory to such Purchaser. 
 (e) Each Purchaser shall have become a party to the Intercreditor Agreement pursuant to a
Joinder to Intercreditor Agreement in the form attached thereto. 
 (f) Such Purchaser shall have received opinions in form
and substance satisfactory to such Purchaser, dated the Closing Date (i) from O’Melveny & Myers LLP, counsel for the Company, covering the matters set forth in Exhibit 4(f)(i) to this Fifth Supplement and covering such other
matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to such Purchaser), (ii) from
Post & Schell P.C., special Pennsylvania counsel for the Company, covering the matters set forth in Exhibit 4(f)(ii) to this Fifth Supplement and covering such other matters incident to the transactions contemplated hereby as such Purchaser
or special counsel to the Purchasers may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to such Purchaser) and (iii) from Schiff Hardin LLP, special counsel to the Purchasers in connection with such
transactions, substantially in the form set forth in Exhibit 4(f)(iii) to this Fifth Supplement and covering such other matters incident to such transactions as such Purchaser may reasonably request. 

  
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 (g) On the Closing Date, such Purchaser’s participation in the Note
Exchange shall (i) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments
by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve
System) and (iii) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation. If requested by any Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as
to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such participation in the Note Exchange is so permitted. 

(h) Contemporaneously with the Closing, the Company shall issue to each other Purchaser and each other Purchaser shall exchange
its Existing TWP Notes for the Series 2017-D Notes to be received by it at the Closing as specified in Schedule A to this Fifth Supplement. 

(i) Without limiting the provisions of Section 15.1 of the Note Purchase Agreement, the Company shall have paid on or
before the Closing the reasonable fees, charges and disbursements of special counsel to the Purchasers referred to in Section 4(f)(iii) to the extent reflected in a statement of such counsel rendered to the Company at least two Business Days
prior to the date of the Closing. 
 (j) A Private Placement Number issued by Standard & Poor’s CUSIP Service
Bureau (in cooperation with the SVO) shall have been obtained for each tranche of the Series 2017-D Notes. 

(k) All consents, authorizations and approvals (including, without limitation, shareholders’ consents) from, and all
declarations, filings and registrations with, all Governmental Authorities or third parties that are necessary in connection with the TWP Reorganization, the Note Exchange and the other transactions contemplated hereby shall have been obtained, or
made, and remain in full force and effect and final and all periods for appeal and rehearing by third parties have expired and all conditions contained therein which are to be fulfilled prior to the Note Exchange have been fulfilled, free of any
term, condition, restriction, imposed liability that is or any other provisions that are materially adverse to the operations and business of the Company or any of its Subsidiaries. Such Purchaser shall have received copies of any such consents,
authorizations, declarations, filings and registrations referenced to in the preceding sentence, including without limitation, those issued by federal, Commonwealth of Pennsylvania and Commonwealth of Kentucky Governmental Authorities. 

(l) The Company shall not have changed its jurisdiction of formation or organization, as applicable, or, except in connection
with the TWP Reorganization, been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in
Schedule 5.5 to this Fifth Supplement. 

  
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 (m) Immediately after giving effect to the issuance of the Series 2017-D Notes, the Notes (including the Series 2017-D Notes) shall have at least an Investment Grade Rating by at least two Rating Agencies and each holder of Notes shall have
received evidence thereof; provided that in the event that, prior to such issuance, any Rating Agency does not have an Investment Grade Rating on the Notes, this condition shall be met in the event the Notes (including the Series 2017-D Notes) have at least the same rating as the Notes were rated immediately prior to the issuance of the Series 2017-D Notes by such Rating Agency and each holder of Notes
shall have received evidence thereof. 
 (n) The Note Purchase Agreement shall not have been amended, waived or otherwise
modified subsequent to November 9, 2017 except for amendments, waivers or modifications which are reasonably acceptable to such Purchaser. 

(o) The TWP Reorganization shall have been consummated (prior to or simultaneously with the Note Exchange hereunder) in all
material respects in accordance with the terms of the TWP Reorganization Documentation after giving effect to any modifications, amendments, consents or waivers thereto, other than those modifications, amendments, consents or waivers that are
materially adverse to the interests of any Purchaser, which shall not be made without the prior written consent of such Purchaser. Such Purchaser shall have received a copy of the TWP Reorganization Documentation, including all amendments or
supplements thereto, certified by an officer of the Company to be true and correct and in full force and effect as of the date of the Closing.  

(p) The Company shall have delivered to each holder of Series 2010-A Notes, each holder
of Series 2013-A Notes, each holder of the Series 2017-A Notes, each holder of the Series 2017-B Notes and each holder of the
Series 2017-C Notes (i) a copy of the Officer’s Certificate referenced in clause (c)(ii) above and (ii) the ratings reaffirmation letters referenced in clause (m) above. 

(q) After giving effect to the exchange of the Existing TWP Notes for the Series 2017-D
Notes as contemplated hereby, all obligations of TWP under the Existing TWP Note Agreement, and all notes issued thereunder shall have been discharged, such Existing TWP Note Agreement shall have been terminated and such Purchaser shall have
received such evidence as it may reasonably request to demonstrate the satisfaction of the foregoing. 
 (r) After giving
effect to the exchange of the Existing TWP Notes for the Series 2017-D Notes as contemplated hereby, the Company shall be in compliance with Section 10.14 of the Note Purchase Agreement and shall have
delivered to each holder of the Existing TWP Notes an Officer’s Certificate to that effect. 
 5. The following provisions shall apply
to the Series 2017-D Notes: 
 (a) Required Prepayments for the Series 2017-D Notes. As provided therein, the entire unpaid principal balance of the Series 2017-D Notes shall be due and payable on the stated maturity date thereof.
Additionally, (a) on December 28, 2017 and on each December 28 thereafter to and including December 28, 2021, the Company will prepay $1,363,635 principal amount (or such lesser principal amount as shall then be outstanding)
of the Series 2017-D Tranche 2 Notes at par and without payment of the Make-Whole Amount or any premium; (b) on October 31, 2018 and on October 31, 2019, the Company will prepay $1,363,635
principal amount (or such lesser principal amount as shall then be 

  
 -6- 













 
outstanding) of the Series 2017-D Tranche 3 Notes at par and without payment of the Make-Whole Amount or any premium and (c) on October 31, 2018
and on each October 31 thereafter to and including October 31, 2022, the Company will prepay $909,091 principal amount (or such lesser principal amount as shall then be outstanding) of the Series
2017-D Tranche 5 Notes at par and without payment of the Make-Whole Amount or any premium. 

(b) Default Rate for the Series 2017-D Notes. “Default Rate” shall
mean, with respect to any Series 2017-D Note, that rate of interest that is the greater of (1) 2.00% per annum above the rate of interest stated in clause (a) of the first paragraph of such Series 2017-D Note or (2) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York, NY as its “base” or “prime” rate. 

(c) Make-Whole Amount and Modified Make-Whole Amount for the Series 2017-D Notes.
The terms “Make-Whole Amount” and “Modified Make-Whole Amount” shall mean, with respect to any Series 2017-D Note, an amount equal to the excess, if any, of the Discounted
Value of the Remaining Scheduled Payments with respect to the Called Principal of such Series 2017-D Note over the amount of such Called Principal, provided that neither the Make-Whole Amount nor the
Modified Make-Whole Amount may in any event be less than zero. For the purposes of determining the Make-Whole Amount and Modified Make-Whole Amount, the following terms have the following meanings: 

“Applicable Percentage” in the case of a computation of the Modified Make-Whole Amount for purposes of
Section 8.8 of the Note Purchase Agreement shall mean 1.00% (100 basis points), and in the case of a computation of the Make-Whole Amount for any other purpose shall mean 0.50% (50 basis points). 

“Called Principal” shall mean, with respect to any Series 2017-D Note,
the principal of such Series 2017-D Note that is to be prepaid pursuant to Section 8.2 or Section 8.8 of the Note Purchase Agreement or has become or is declared to be immediately due and payable
pursuant to Section 12.1 of the Note Purchase Agreement, as the context requires. 
 “Discounted Value”
shall mean, with respect to the Called Principal of any Series 2017-D Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective
scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on such Series 2017-D Note is payable) equal to the Reinvestment Yield with respect to such Called Principal. 

  
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 “Reinvestment Yield” shall mean, with respect to the Called
Principal of any Series 2017-D Note, the Applicable Percentage over the yield to maturity implied by (a) the “Ask-Side(s)” yields reported as of 10:00
a.m. (New York, New York time) on the second Business Day preceding the Settlement Date with respect to such Called Principal on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial
Markets for the most recently issued actively traded on the run U.S. Treasury Securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (b) if such yields are not reported as of
such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second
Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury Securities having a constant maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date. 
 In the case of each determination under clause
(a) or clause (b), as the case may be, of the preceding paragraph, such implied yield will be determined, if necessary, by (1) converting U.S. Treasury bill quotations to bond-equivalent yields in
accordance with accepted financial practice and (2) interpolating linearly between (i) the applicable actively traded on the run U.S. Treasury Security with the maturity closest to and greater than such Remaining Average Life and
(ii) the applicable actively traded on the run U.S. Treasury Security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest
rate of such Series 2017-D Note. 
 “Remaining Average Life” shall
mean, with respect to any Called Principal of any Series 2017-D Note, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (a) such
Called Principal into (b) the sum of the products obtained by multiplying (1) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (2) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment. 

“Remaining Scheduled Payments” shall mean, with respect to the Called Principal of any Series 2017-D Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its
scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Series 2017-D Notes, then the amount of the next succeeding
scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2, Section 8.8 or Section 12.1 of the Note Purchase Agreement.


  
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 “Settlement Date” shall mean, with respect to the Called
Principal of any Series 2017-D Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or Section 8.8 of the Note Purchase Agreement or has become or is declared to be
immediately due and payable pursuant to Section 12.1 of the Note Purchase Agreement, as the context requires. 
 (d)
Additional Definitions.  
 “TWP Reorganization Documentation” shall mean the (i) Agreement and
Plan of Merger dated as of the date hereof between LDC Holdings LLC and LDC Holdings II LLC and (ii) Contribution Agreement dated as of the date hereof between LDC Holdings LLC and the Company, in each case, together with all schedules,
exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith. 
 6.
Each Purchaser represents and warrants that the representations and warranties set forth in Section 6 of the Note Purchase Agreement are true and correct as of the Closing Date with respect to the participation in the Note Exchange by such
Purchaser with the same force and effect as if each reference to “Series 2010-A Notes” contained therein was modified to refer to the “Series 2017-D
Notes”. 
 7. The Company and each Purchaser agree to be bound by and comply with the terms and provisions of the Note Purchase
Agreement as supplemented by this Fifth Supplement as fully and completely as if such Purchaser were an original signatory to the Note Purchase Agreement. 

8. All references in the Note Purchase Agreement and all other instruments, documents and agreements relating to, or entered into in connection
with the foregoing documents and agreements, to the Note Purchase Agreement shall be deemed to refer to the Note Purchase Agreement, as supplemented by this Fifth Supplement. 

9. Except as expressly supplemented by this Fifth Supplement, all terms and provisions of the Note Purchase Agreement remain unchanged and
continue, unabated, in full force and effect and the Company hereby reaffirms its obligations and liabilities under the Note Purchase Agreement. 

10. This Fifth Supplement 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 permit the application of the laws of a jurisdiction other than such State.

 11. Any provision of this Fifth Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction. 

  
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 12. All covenants and other agreements contained in this Fifth Supplement by or on behalf of
any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not. 

13. This Fifth Supplement may be executed in any number of counterparts, each of which shall be an original but all of which together shall
constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 

14. By its execution hereof, Companion Life Insurance Company, in its capacity as a holder of Existing TWP Notes, consents to the amendment to
Section 10.3 of the Note Purchase Agreement which was made pursuant to the Third Amendment to Note Purchase Agreement dated as of November 9, 2017. 

  
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 The execution hereof shall constitute a contract between the Company and the Purchasers for
the uses and purposes hereinabove set forth. 
  

					
	PNG COMPANIES LLC
		
	By	 	/s/ Preston Poljak
		 	Name:	 	Preston Poljak
		 	Title:	 	Senior Vice President and Chief Financial Officer














 Accepted as of December 20, 2017 

 

			
	UNITED OF OMAHA LIFE INSURANCE COMPANY 
		
	By:	 	/s/ Justin P. Kavan
	Name: Justin P. Kavan
	Title: Senior Vice President
	
	MUTUAL OF OMAHA INSURANCE COMPANY 
		
	By:	 	/s/ Justin P. Kavan
	Name: Justin P. Kavan
	Title: Senior Vice President
	
	COMPANION LIFE INSURANCE COMPANY 
		
	By:	 	/s/ Justin P. Kavan
	Name: Justin P. Kavan
	Title: An Authorized Signer
	
	MODERN WOODMEN OF AMERICA
		
	By:	 	/s/ Douglas A. Pannier
	Name: Douglas A. Pannier
	Title: Group Head – Private Placements
		
	By:	 	/s/ Christopher M. Cramer
	Name: Christopher M. Cramer
	Title: Manager – Fixed Income
	
	THRIVENT FINANCIAL FOR LUTHERANS
		
	By:	 	/s/ Christopher Patton
	Name: Christopher Patton
	Title: Managing Director














 PURCHASER SCHEDULES 

Intentionally left blank. 

  
 Purchaser Schedule -1-














 Schedule 5.4 

Subsidiaries 
  

							
	 Name
	 	 Jurisdiction
	 	 Percentage Owned by

the Company
	 	 Directors and Senior Officers

	Peoples Natural Gas Company LLC	 	Pennsylvania	 	100%	 	 Directors:
  

1.  Morgan O’Brien
  

2.  Christopher Kinney
  

3.  Dennis Mahoney
  

4.  John McGuire
  

5.  James Mahoney
  

6.  Victor Roque
  

Senior Officers:
  

1.  Morgan O’Brien, President and Chief Executive Officer

 
 2.  Ruth A. DeLost-Wylie, Senior Vice
President and Chief Administrative Officer
  

3.  Joseph A. Gregorini, Senior Vice President & Chief Operating Officer

 
 4.  Preston D. Poljak, Senior Vice
President and Chief Financial Officer
  

5.  Paul Becker, Vice President, Construction

 
 6.  Edward Palumbo, Vice President,
Reliability



  
 S-5.4-1 














							
	 Name
	 	 Jurisdiction
	 	 Percentage Owned by

the Company
	 	 Directors and Senior Officers

		 		 		 	  
 7.  Judi Stemmler,
Vice President, Human Resources
  

8.  Lynda Petrichevich, Vice President Rates & Regulatory Affairs

 
 9.  Thomas Butler, Vice President,
Strategic Planning
  
 10.  Luke
Ravenstahl, Vice President, Business Development

				
	Peoples Gas KY LLC	 	Kentucky	 	100%	 	 Senior Officers:
  

1.  Morgan O’Brien, President and Chief Executive Officer

 
 2.  Ruth A. DeLost-Wylie, Senior Vice
President and Chief Administrative Officer
  

3.  Joseph A. Gregorini, Senior Vice President & Chief Operating Officer

 
 4.  Preston D. Poljak, Senior Vice
President and Chief Financial Officer
  

5.  Paul Becker, Vice President,
Construction



  
 S-5.4-2 














							
	 Name
	 	 Jurisdiction
	 	 Percentage Owned by

the Company
	 	 Directors and Senior Officers

		 		 		 	  
 6.  Edward Palumbo,
Vice President, Reliability
  

7.  Judi Stemmler, Vice President, Human Resources

 
 8.  Lynda Petrichevich, Vice
President Rates & Regulatory Affairs
  

9.  Thomas Butler, Vice President, Strategic Planning

 
 10.  Luke Ravenstahl, Vice President,
Business Development

				
	Peoples Gas WV LLC	 	West Virginia	 	100%	 	 Senior Officers:
  

1.  Morgan O’Brien, President and Chief Executive Officer

 
 2.  Ruth A. DeLost-Wylie, Senior Vice
President and Chief Administrative Officer
  

3.  Joseph A. Gregorini, Senior Vice President & Chief Operating Officer

 
 4.  Preston D. Poljak, Senior Vice
President and Chief Financial Officer



  
 S-5.4-3 














							
	 Name
	 	 Jurisdiction
	 	 Percentage Owned by

the Company
	 	 Directors and Senior Officers

		 		 		 	  
 5.  Paul Becker,
Vice President, Construction
  

6.  Edward Palumbo, Vice President, Reliability

 
 7.  Judi Stemmler, Vice President,
Human Resources
  
 8.  Lynda
Petrichevich, Vice President Rates & Regulatory Affairs
  

9.  Thomas Butler, Vice President, Strategic Planning

 
 10.  Luke Ravenstahl, Vice President,
Business Development

				
	PNG Gathering LLC	 	Delaware	 	100%	 	 Senior Officers:
  

1.  Morgan O’Brien, President and Chief Executive Officer

 
 2.  Ruth A. DeLost-Wylie, Senior Vice
President and Chief Administrative Officer
  

3.  Joseph A. Gregorini, Senior Vice President & Chief Operating Officer

 
 4.  Preston D. Poljak, Senior Vice
President and Chief Financial Officer



  
 S-5.4-4 














							
	 Name
	 	 Jurisdiction
	 	 Percentage Owned by

the Company
	 	 Directors and Senior Officers

		 		 		 	  
 5.  Paul Becker,
Vice President, Construction
  

6.  Edward Palumbo, Vice President, Reliability

 
 7.  Judi Stemmler, Vice President,
Human Resources
  
 8.  Lynda
Petrichevich, Vice President Rates & Regulatory Affairs
  

9.  Thomas Butler, Vice President, Strategic Planning

 
 10.  Luke Ravenstahl, Vice President,
Business Development

				
	Peoples Homeworks LLC	 	Delaware	 	100%	 	 Senior Officers:
  

1.  Morgan O’Brien, President and Chief Executive Officer

 
 2.  Ruth A. DeLost-Wylie, Senior Vice
President and Chief Administrative Officer
  

3.  Joseph A. Gregorini, Senior Vice President & Chief Operating
Officer



  
 S-5.4-5 














							
	 Name
	 	 Jurisdiction
	 	 Percentage Owned by

the Company
	 	 Directors and Senior Officers

		 		 		 	  
 4.  Preston D.
Poljak, Senior Vice President and Chief Financial Officer
  

5.  Paul Becker, Vice President, Construction

 
 6.  Edward Palumbo, Vice President,
Reliability
  
 7.  Judi Stemmler,
Vice President, Human Resources
  

8.  Lynda Petrichevich, Vice President Rates & Regulatory Affairs

 
 9.  Thomas Butler, Vice President,
Strategic Planning
  
 10.  Luke
Ravenstahl, Vice President, Business Development

				
	Delta Natural Gas Company, Inc.	 	Kentucky	 	100%	 	 Directors:
  

1.  John McGuire
  

2.  Morgan O’Brien
  

3.  Preston D. Poljak
  

4.  Joseph A. Gregorini
  

5.  Ruth A. DeLost-Wylie
  

6.  Rodney Short
  

7.  Glenn Jennings



  
 S-5.4-6 














							
	 Name
	 	 Jurisdiction
	 	 Percentage Owned by

the Company
	 	 Directors and Senior Officers

		 		 		 	  
 Senior Officers:

 
 1.  Glen Jennings, Chief Executive
Officer
  
 2.  John Brown,
President, Treasurer, and Secretary
  

3.  Preston D. Poljak, Chief Financial Officer

 
 4.  Johnny Caudill, Vice
President
  
 5.  Brian Ramsey, Vice
President
  
 6.  Matt Wesolosky,
Vice President

				
	Delgasco, LLC	 	Kentucky	 	100%	 	 Senior Officers:
  

1.  Glen Jennings, Chief Executive Officer

 
 2.  John Brown, President, Treasurer,
and Secretary
  
 3.  Preston Poljak,
Chief Financial Officer
  

4.  Johnny Caudill, Vice President

 
 5.  Brian Ramsey, Vice President

 
 6.  Matt Wesolosky, Vice
President



  
 S-5.4-7 














							
	 Name
	 	 Jurisdiction
	 	 Percentage Owned by

the Company
	 	 Directors and Senior Officers

				
	Delta Resources, LLC	 	Kentucky	 	100%	 	 Senior Officers:
  

1.  Glen Jennings, Chief Executive Officer

 
 2.  John Brown, President, Treasurer,
and Secretary
  
 3.  Preston Poljak,
Chief Financial Officer
  

4.  Johnny Caudill, Vice President

 
 5.  Brian Ramsey, Vice President

 
 6.  Matt Wesolosky, Vice
President

				
	Enpro, LLC	 	Kentucky	 	100%	 	 Senior Officers:
  

1.  Glen Jennings, Chief Executive Officer

 
 2.  John Brown, President, Treasurer,
and Secretary
  
 3.  Preston Poljak,
Chief Financial Officer
  

4.  Johnny Caudill, Vice President

 
 5.  Brian Ramsey, Vice President

 
 6.  Matt Wesolosky, Vice
President

				
	Peoples Gas Company LLC (f/k/a Peoples TWP LLC)	 	Pennsylvania	 	100%	 	 Directors:
  

1.  Christopher P. Kinney
  

2.  Morgan K. O’Brien
  

3.  Dennis T. Mahoney, Jr.
  

4.  Daniel A. Onorato
  

5.  John McGuire



  
 S-5.4-8 














							
	 Name
	 	 Jurisdiction
	 	 Percentage Owned by

the Company
	 	 Directors and Senior Officers

				
		 		 		 	 Senior Officers:
  

1.  Morgan O’Brien, President and Chief Executive Officer

 
 2.  Ruth A. DeLost-Wylie, Senior Vice
President and Chief Administrative Officer
  

3.  Joseph A. Gregorini, Senior Vice President & Chief Operating Officer

 
 4.  Preston D. Poljak, Senior Vice
President and Chief Financial Officer
  

5.  Paul Becker, Vice President, Construction

 
 6.  Edward Palumbo, Vice President,
Reliability
  
 7.  Judi Stemmler,
Vice President, Human Resources
  

8.  Lynda Petrichevich, Vice President Rates & Regulatory Affairs

 
 9.  Thomas Butler, Vice President,
Strategic Planning
  
 10.  Luke
Ravenstahl, Vice President, Business Development



  
 S-5.4-9 













 Schedule 5.5 

Financial Statements 
  

	1.	 Audited financial statements of the Company for the fiscal years ended (i) December 31, 2015 and
(ii) December 31, 2016. 


  

	2.	 Unaudited financial statement of the Company for the quarter ended September 30, 2017.















 Schedule 5.15 

Indebtedness 
  

	1.	 The Company is obligated to make certain loan principal and interest payments pursuant to the Second Amended
and Restated Credit Agreement, dated as of June 8, 2017, among the Company, the several banks and financial institutions parties thereto, PNC Bank, National Association, MUFG Union Bank, N.A. and Wells Fargo Bank, National Association, as
syndication agents, JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, MUFG and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners and JPMorgan Chase Bank, N.A., as administrative agent, as amended by that certain
Incremental Revolving Amendment Agreement and First Amendment, dated as of the date hereof, among the Borrower, the Incremental Lenders (as therein defined) and JPMorgan Chase Bank, N.A., as administrative agent. 



 

	 	a.	 Principal Amount Outstanding: $217,000,000 



 

	 	b.	 Collateral: All collateral described in that certain Amended and Restated Security and Pledge Agreement,
dated as of February 26, 2010 by and between the Company and JPMorgan Chase Bank, N.A., as successor collateral agent, as amended by Amendment No. 1, dated as of August 10, 2011. 



 

	 	c.	 Letters of Credit Outstanding: Those certain letters of credit listed on Appendix A.



  

	2.	 Note Purchase Agreement, dated as of February 26, 2010, between the Company and the Purchasers, as amended
by Amendment No. 1, dated August 10, 2011, Amendment No. 2, dated August 23, 2013 and Amendment No. 3 dated November 9, 2017, as supplemented by that certain First Supplement dated as of December 12, 2013, that
certain Second Supplement dated as of July 14, 2017, that certain Third Supplement dated as of September 20, 2017, that certain Fourth Supplement dated as of November 9, 2017, and that certain Fifth Supplement dated as of the date
hereof and the outstanding notes issued thereunder. 


  

	 	a.	 Principal Amount Outstanding: $1,114,681,833 



 

	 	b.	 Collateral: All collateral described in that certain Amended and Restated Security and Pledge Agreement,
dated as of February 26, 2010 by and between the Company and JPMorgan Chase Bank, N.A., as successor collateral agent, as amended by Amendment No. 1, dated as of August 10, 2011. 



 

	3.	 The Company has certain obligations with respect to (i) that certain Commercial Surety General Indemnity
Agreement, dated as of August 3, 2011, between the Company, as Principal, and RLI Insurance Company, as Surety, and (ii) the surety bonds listed on Appendix B. 



 

	 	a.	 Principal Amount Outstanding: N/A 



 

	 	b.	 Collateral: None. 



 

	4.	 TWP has certain obligations with respect to (i) that certain Commercial Surety General Indemnity
Agreement, dated as of May 10, 2012, between Peoples TWP LLC (n/k/a Peoples Gas Company LLC) and TWP Pipeline LLC, as Principal, and RLI Insurance Company, as Surety, and (ii) the surety bonds listed on Appendix C. 



 

	 	a.	 Principal Amount Outstanding: N/A 



 

	 	b.	 Collateral: None. 



  
 S-5.15 - 1 













 Appendix A 

 

																			
	 LOC

number
	  	 Obligor
	  	 Issuer
	  	 Beneficiary
	  	Issue
Date	  	Expiration
Date	  	Amount	 	  	Auto-
renewal?	  	Cancellation
Notice
	CPCS-946065	  	PNG Companies	  	JPMorganChase	  	Zurich American Insurance Company	  	8/10/2011	  	8/10/2018	  	$	1,545,020.00	 	  	Yes - 1 year	  	30 days
	CPCS-381130	  	PNG Companies	  	JPMorganChase	  	Zurich American Insurance Company	  	10/23/2012	  	10/19/2017	  	$	 191,242.00	 	  	Yes - 1 year	  	30 days
	CPCS-770103	  	PNG Companies	  	JPMorganChase	  	Liberty Mutual Insurance Company	  	9/29/2017	  	9/29/2018	  	$	 448,000.00	 	  	Yes - 1 year	  	30 days
	CPCS-827524	  	PNG Companies	  	JPMorganChase	  	Brickstreet Mutual Insurance Company	  	1/15/2014	  	1/10/2018	  	$	1,402,200.00	 	  	Yes - 1 year	  	90 days

  

															
	 LOC

Number
	  	 Obligor
	  	 Issuer
	  	 Beneficiary
	  	Issue Date	  	Expiration
Date	  	Amount	 
	18128628	  	PNG Companies	  	PNC Bank, National Association	  	Zurich American	  	9/29/2017	  	9/29/2018	  	$	125,000.00	1 
	18128630	  	PNG Companies	  	PNC Bank, National Association	  	Liberty Mutual	  	9/29/2017	  	9/29/2018	  	$	92,000.00	2 
	18128631	  	PNG Companies	  	PNC Bank, National Association	  	Brickstreet Mutual	  	9/29/2017	  	9/29/2018	  	$	323,000.00	 
	18129149	  	PNG Companies	  	PNC Bank, National Association	  	Bureau of Workers Compensation	  	12/11/2017	  	12/11/2018	  	$	600,000.00	 

  

	1 	 Zurich Letter of Credit originally issued in amount of $399,000. Beneficiary requested reduction to $125,000.




	2 	 Liberty Mutual Letter of Credit originally issued in amount of $62,000. Beneficiary requested increase to
$92,000. 



  
 S-5.15 - 2 













 Appendix B 

 

											
	Peoples Natural Gas Company LLC	  				  	As of 12/20/2017	  	
					
	 Bond No.
	  	 Entity
	  	Bond Amount	 	  	 Type
	  	 Obligee

	1ST QUARTER	  		  				  		  	
	CMS261748	  	Peoples Natural Gas Company LLC	  	$	10,000.00	 	  	License Or Permit Bond	  	Westmont Borough, PA
	CMS261747	  	Peoples Natural Gas Company LLC	  	$	10,000.00	 	  	License Or Permit Bond	  	Parks Township, PA
	CMS0279447	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	Street Opening Bond	  	Borough of Baldwin
	CMS0279448	  	Peoples Natural Gas Company LLC	  	$	20,000.00	 	  	Road Opening Permit	  	North Huntingdon Township
	CMS0279449	  	Peoples Natural Gas Company LLC	  	$	50,000.00	 	  	Street Opening Bond	  	City of Lower Burrell, PA
	CMS0279450	  	Peoples Natural Gas Company LLC	  	$	25,000.00	 	  	Road Opening Bond	  	Town of McCandless
	CMS0279451	  	Peoples Natural Gas Company LLC	  	$	2,000.00	 	  	Street Opening Bond	  	Borough of Bridgeville, PA
	CMS0279452	  	Peoples Natural Gas Company LLC	  	$	5,000.00	 	  	Street Opening Bond	  	Borough of Ben Avon, PA
	CMS0279454	  	Peoples Natural Gas Company LLC	  	$	10,000.00	 	  	Street Opening Bond	  	Collier Township, PA
	CMS261749	  	Peoples Natural Gas Company LLC	  	$	 1,000.00	 	  	License Or Permit Bond	  	Township of Harrison, PA
	CMS261751	  	Peoples Natural Gas Company LLC	  	$	35,000.00	 	  	Street Opening Bond	  	Borough of Wilkinsburg, PA
	CMS0268598	  	Peoples Gas WV LLC	  	$	75,000.00	 	  	License Or Permit Bond	  	State of West Virginia
	CMS261750	  	Peoples Natural Gas Company LLC	  	$	10,000.00	 	  	Street Opening Bond	  	Richland Township, PA
	CMS0268601	  	Peoples Natural Gas Company LLC	  	$	 1,000.00	 	  	Street Opening Bond	  	Borough of McKeesport, PA


  
 S-5.15 - 3 














											
	CMS261754	  	Peoples Natural Gas Company LLC	  	$	 10,000.00	 	  	Performance Bond	  	Ross Township, PA
	CMS261753	  	Peoples Natural Gas Company LLC	  	$	100,000.00	 	  	Gas Storage Lease Bond	  	Commonwealth of Pennsylvania
	CMS261759	  	Peoples Natural Gas Company LLC	  	$	 3,000.00	 	  	License Or Permit Bond	  	City of Aliquippa, PA
	CMS261771	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	License Or Permit Bond	  	City of New Kensington, PA
	CMS261760	  	Peoples Natural Gas Company LLC	  	$	 10,000.00	 	  	License Or Permit Bond	  	Borough of Wilkinsburg, PA
	CMS261761	  	Peoples Natural Gas Company LLC	  	$	 2,000.00	 	  	License Or Permit Bond	  	Township of Shaler, PA
	CMS261762	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	License Or Permit Bond	  	Borough of Fox Chapel, PA
	CMS261763	  	Peoples Natural Gas Company LLC	  	$	 2,500.00	 	  	License Or Permit Bond	  	Township of Penn, PA
	CMS261764	  	Peoples Natural Gas Company LLC	  	$	 2,500.00	 	  	License Or Permit Bond	  	The Borough of Irwin, PA
	CMS261765	  	Peoples Natural Gas Company LLC	  	$	 1,000.00	 	  	License Or Permit Bond	  	The Borough of Edgewood, PA
	CMS261766	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	License Or Permit Bond	  	City of Lower Burrell, PA
	CMS261767	  	Peoples Natural Gas Company LLC	  	$	 25,000.00	 	  	License Or Permit Bond	  	Township of Hampton, PA
	CMS261770	  	Peoples Natural Gas Company LLC	  	$	 10,000.00	 	  	License Or Permit Bond	  	Evans City Borough, PA
	CMS261768	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	License Or Permit Bond	  	Township of Moon, PA
	CMS261769	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	License Or Permit Bond	  	Township of Wilkins, PA
	CMS0283536	  	Peoples Natural Gas Company LLC	  	$	 3,000.00	 	  	Street Opening Bond	  	Municipality of Murrysville, PA
	CMS0283542	  	Peoples Gas WV LLC	  	$	 5,000.00	 	  	Oil & Gas Bond for Well	  	Well #47-049-00435
	CMS0283543	  	Peoples Gas WV LLC	  	$	 5,000.00	 	  	Oil & Gas Bond for Well	  	Well #47-049-00439
	CMS0323686	  	Peoples Natural Gas Company LLC	  	$	 22,550.00	 	  	Restoration Permit	  	Borough of Geistown
	CMS0323688	  	Peoples Natural Gas Company LLC	  	$	 75,000.00	 	  	Blanket Bond	  	Avonmore Borough
	CMS0323687	  	Peoples Natural Gas Company LLC	  	$	 75,000.00	 	  	Permit Bond	  	North Irwin Borough
		  		  	$	635,550.00	 	  		  	


  
 S-5.15 - 4 














											
					
	2ND QUARTER	  		  				  		  	
	 CMS261778
	  	Peoples Natural Gas Company LLC	  	$	5,000.00	 	  	License Or Permit Bond	  	Municipality of Monroeville, PA
	 CMS261779
	  	Peoples Natural Gas Company LLC	  	$	10,000.00	 	  	Performance Bond	  	Commonwealth of PA, DOT
	 CMS261786
	  	Peoples Natural Gas Company LLC	  	$	40,000.00	 	  	License Or Permit Bond	  	Borough of Edgewood
	 CMS261781
	  	Peoples Natural Gas Company LLC	  	$	25,000.00	 	  	License Or Permit Bond	  	Washington Township, PA
	 CMS261782
	  	Peoples Natural Gas Company LLC	  	$	25,000.00	 	  	License Or Permit Bond	  	Borough of Manor, PA
	 CMS261783
	  	Peoples Natural Gas Company LLC	  	$	5,000.00	 	  	License Or Permit Bond	  	Boro of Ford Cliff, PA
	 CMS261789
	  	Peoples Natural Gas Company LLC	  	$	12,500.00	 	  	Road Opening Bond	  	The Borough of Plum, PA
	 CMS0268616
	  	Peoples Natural Gas Company LLC	  	$	3,000.00	 	  	Streep Opening Bond	  	The Borough of East Pittsburgh, PA
	 CMS261788
	  	Peoples Natural Gas Company LLC	  	$	50,000.00	 	  	License Or Permit Bond	  	Hempfield Township, PA
	 CMS261790
	  	Peoples Natural Gas Company LLC	  	$	25,000.00	 	  	License Or Permit Bond	  	Township of McCandless, PA
	 CMS0264997
	  	Peoples Natural Gas Company LLC	  	$	5,000.00	 	  	Streep Opening Bond	  	Borough of Fox Chapel
	 CMS261791
	  	Peoples Natural Gas Company LLC	  	$	75,000.00	 	  	License Or Permit Bond	  	City of Pittsburgh, PA
	 CMS0268619
	  	Peoples Natural Gas Company LLC	  	$	10,000.00	 	  	License Or Permit Bond	  	Borough of Oakmont, PA
	 CMS261792
	  	Peoples Natural Gas Company LLC	  	$	10,000.00	 	  	Performance Bond	  	Commonwealth of PA, DOT


  
 S-5.15 - 5 














											
	 CMS0283539
	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	Streep Opening Bond	  	Borough of Bradford Woods
	 CMS0283538
	  	Peoples Natural Gas Company LLC	  	$	 10,000.00	 	  	Streep Opening Bond	  	Borough of Versailles
	 CMS0283555
	  	Peoples Natural Gas Company LLC	  	$	 50,000.00	 	  	Streep Opening Bond	  	City of Grafton WV
	 CMS0283549
	  	Peoples Natural Gas Company LLC	  	$	 25,000.00	 	  	Road Opening Bond	  	Borough of Ben Avon Heights
	 CMS0283556
	  	Peoples Natural Gas Company LLC	  	$	 10,000.00	 	  	Permit Bond	  	Borough of Braddock Hills
	 CMS0283557
	  	Peoples Natural Gas Company LLC	  	$	 35,000.00	 	  	Streep Opening Bond	  	Borough of Crafton
	 CMS0283558
	  	Peoples Natural Gas Company LLC	  	$	 25,000.00	 	  	Road Opening Bond	  	Borough of East Pittsburgh
	 CMS0283566
	  	Peoples Natural Gas Company LLC	  	$	 20,000.00	 	  	Streep Opening Bond	  	Borough of New Stanton
	 CMS0283550
	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	Streep Opening Bond	  	Borough of Homestead
	 CMS0283554
	  	Peoples Natural Gas Company LLC	  	$	 10,000.00	 	  	Road Opening Bond	  	Township of Washington
	 CMS0283567
	  	Peoples Natural Gas Company LLC	  	$	 2,500.00	 	  	Fuel Tax Bond	  	Pennsylvania Dept of Revenue
	 CMS02869661
	  	Peoples Natural Gas Company LLC	  	$	 2,500.00	 	  	Alt Fuel Tax Bond	  	Pennsylvania Dept of Revenue
	 CMS0289672
	  	Peoples Gas WV LLC	  	$	 75,000.00	 	  	District 7 Maintenance	  	State of West Virginia
	 CMS0289671
	  	Peoples Gas WV LLC	  	$	 75,000.00	 	  	District 6 Maintenance	  	State of West Virginia
	 CMS0323712
	  	Peoples Natural Gas Company LLC	  	$	 15,625.00	 	  	Excess Maintenance Agreement	  	Findlay Township
		  		  	$	666,125.00	 	  		  	


  
 S-5.15 - 6 














											
					
	3RD QUARTER	  		  				  		  	
	 CMS0264954
	  	Peoples Natural Gas Company LLC	  	$	 10,000.00	 	  	Road Use Bond	  	Township of North Fayette, PA
	 CMS241837
	  	Peoples Natural Gas Company LLC	  	$	3,500,000.00	 	  	Workers’ Compensation Bond	  	Commonwealth of PA, Dept of Labor
	 CMS0264955
	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	Performance Bond	  	Borough of Zelienople, PA
	 CMS0264956
	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	License Or Permit Bond	  	Swissvale Borough, PA
	 CMS261717
	  	Peoples Natural Gas Company LLC	  	$	 20,000.00	 	  	License Or Permit Bond	  	Municipality of Penn Hills, PA
	 CMS261706
	  	Peoples Natural Gas Company LLC	  	$	 50,000.00	 	  	License Or Permit Bond	  	South Park Township, PA
	 CMS261707
	  	Peoples Natural Gas Company LLC	  	$	 2,000.00	 	  	License Or Permit Bond	  	South Park Township, PA
	 CMS261708
	  	Peoples Natural Gas Company LLC	  	$	 10,000.00	 	  	License Or Permit Bond	  	Ohioville Township, PA
	 CMS261710
	  	Peoples Natural Gas Company LLC	  	$	 500,000.00	 	  	Highway Restoration and Maintenance Bond	  	Commonwealth of PA, DOT
	 CMS0268621
	  	Peoples Natural Gas Company LLC	  	$	 2,000.00	 	  	Permit Bond (Street Opening)	  	Elizabeth Township
	 CMS0279425
	  	Peoples Natural Gas Company LLC	  	$	 25,000.00	 	  	Permit Bond (Street Opening)	  	Borough of Canonsburg
	 CMS0279426
	  	Peoples Natural Gas Company LLC	  	$	 2,000.00	 	  	Street Openings Bond	  	Municipality of Mt. Lebanon
	 CMS0279427
	  	Peoples Natural Gas Company LLC	  	$	 10,000.00	 	  	Street Openings Bond	  	Borough of Sharpsburg
	 CMS0279428
	  	Peoples Natural Gas Company LLC	  	$	 15,000.00	 	  	Street Openings Bond	  	Swickly Hills Borough
	 CMS0279429
	  	Peoples Natural Gas Company LLC	  	$	 20,000.00	 	  	Street Openings Bond	  	Borough of Carnegie
	 CMS0279430
	  	Peoples Natural Gas Company LLC	  	$	 10,000.00	 	  	Road Opening Permit	  	Borough of Port Vue
	 CMS0279431
	  	Peoples Natural Gas Company LLC	  	$	 10,000.00	 	  	Street Openings Bond	  	Borough of Tarentum
	 CMS0279432
	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	Street Openings Bond	  	City of Fairmont
	 CMS0279433
	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	Street Openings Bond	  	Franklin Township
	 CMS0279434
	  	Peoples Natural Gas Company LLC	  	$	 100,000.00	 	  	Street Obstruction Bond	  	Township of Robinson


  
 S-5.15 - 7 














											
	 CMS0279435
	  	Peoples Natural Gas Company LLC	  	$	 3,000.00	 	  	Street Obstruction Bond	  	Stowe Township
	 CMS0279436
	  	Peoples Natural Gas Company LLC	  	$	 10,000.00	 	  	Street Openings Bond	  	Borough of Rosslyn
	 CMS0279437
	  	Peoples Natural Gas Company LLC	  	$	 2,000.00	 	  	Street Openings Bond	  	Borough of Whitaker
	 CMS0285591
	  	Peoples Natural Gas Company LLC	  	$	 15,375.00	 	  	Road Bond	  	Jefferson Township
	 CMS0285580
	  	Peoples Natural Gas Company LLC	  	$	 100,000.00	 	  	Street Opening Bond	  	Borough of Bellevue
	 CMS0283551
	  	Peoples Natural Gas Company LLC	  	$	 10,000.00	 	  	Street Opening Bond	  	Township of Kilbuck
	 CMS285581
	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	License Bond for Registration and Gas Lince Excavation	  	South Park Township
	 CMS0285582
	  	Peoples Natural Gas Company LLC	  	$	 50,000.00	 	  	Street Opening Bond	  	Borough of Greentree
	 CMS0285583
	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	Street Opening Bond	  	City of New Kensington
	 CMS0285584
	  	Peoples Natural Gas Company LLC	  	$	 10,000.00	 	  	Street Opening Bond	  	Borough of Trafford
	 CMS0285585
	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	Street Opening Bond	  	Borough of Etna
	 CMS0285587
	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	Street Opening Bond	  	Borough of Springdale
	 CMS0285586
	  	Peoples Natural Gas Company LLC	  	$	 25,000.00	 	  	Street Opening Bond	  	Borough of Pleasant Hills
	 CMS0289688
	  	Peoples Natural Gas Company LLC	  	$	 35,000.00	 	  	Performance Bond	  	Peters Township
	 CMS0289689
	  	Peoples Natural Gas Company LLC	  	$	 5,000.00	 	  	Permit Bond (Street Opening)	  	North Apollo Borough
	 CMS0289692
	  	Peoples Natural Gas Company LLC	  	$	 74,900.00	 	  	Permit Bond (Street Opening)	  	Center Township
	 CMS0327203
	  	Peoples Natural Gas Company LLC	  	$	12,500.00	 	  	Permit Bond	  	Jackson Township
	 CMS0327207
	  	Peoples Natural Gas Company LLC	  	$	15,000.00	 	  	Road Bond	  	Borough of McKees Rocks
		  		  	$	4,693,775.00	 	  		  	


  
 S-5.15 - 8 














											
					
	4TH QUARTER	  		  				  		  	
	 CMS261723
	  	Peoples Natural Gas Company LLC	  	$	50,000.00	 	  	Road Bond	  	Vandergrift Borough
	 CMS0264976
	  	Peoples Natural Gas Company LLC	  	$	10,000.00	 	  	License Or Permit Bond	  	Harmar Township
	 CMS0279422
	  	Peoples Natural Gas Company LLC	  	$	6,000.00	 	  	License Or Permit Bond	  	Carroll Township
	 CMS0279455
	  	Peoples Natural Gas Company LLC	  	$	10,000.00	 	  	License Or Permit Bond	  	Borough of Brackenridge
	 CMS0279456
	  	Peoples Natural Gas Company LLC	  	$	5,000.00	 	  	License Or Permit Bond	  	Borough of Munhall
	 CMS0279457
	  	Peoples Natural Gas Company LLC	  	$	10,000.00	 	  	License Or Permit Bond	  	Municipality of Monroeville
	 CMS261725
	  	Peoples Natural Gas Company LLC	  	$	25,000.00	 	  	License Or Permit Bond	  	Forest Hills Borough, PA
	 CMS261724
	  	Peoples Natural Gas Company LLC	  	$	10,000.00	 	  	License Or Permit Bond	  	Borough of North Belle Vernon, PA
	 CMS261744
	  	Peoples Natural Gas Company LLC	  	$	1,500.00	 	  	Street Opening Bond	  	Hopewell Township, PA
	 CMS261741
	  	Peoples Natural Gas Company LLC	  	$	50,000.00	 	  	License Or Permit Bond	  	Ford City Borough, PA
	 CMS261740
	  	Peoples Natural Gas Company LLC	  	$	10,000.00	 	  	Performance Bond	  	Rostraver Township, PA
	 CMS0279445
	  	Peoples Natural Gas Company LLC	  	$	1,250.00	 	  	Road Restoration Bond	  	North Fayette Township
	 CMS0283541
	  	Peoples Gas WV LLC	  	$	5,000.00	 	  	Oil & Gas Bond for Well	  	Well #47-033-01669
	 CMS0283544
	  	Peoples Gas WV LLC	  	$	5,000.00	 	  	Oil & Gas Bond for Well	  	Well #47-049-00444
	 CMS0283545
	  	Peoples Gas WV LLC	  	$	5,000.00	 	  	Oil & Gas Bond for Well	  	Well #47-049-00445
	 CMS0283546
	  	Peoples Gas WV LLC	  	$	5,000.00	 	  	Oil & Gas Bond for Well	  	Well #47-049-00632
	 CMS0283547
	  	Peoples Gas WV LLC	  	$	5,000.00	 	  	Oil & Gas Bond for Well	  	Well #47-061-00429


  
 S-5.15 - 9 














											
	 CMS0285606
	  	Peoples Natural Gas Company LLC	  	$	 50,000.00	 	  	Performance Bond	  	PennDot
	 CMS261742
	  	Peoples Natural Gas Company LLC	  	$	 50,000.00	 	  	Road Opening Permit Bond	  	City of Greensburg, PA
	 CMS0323680
	  	Peoples Natural Gas Company LLC	  	$	 50,000.00	 	  	Condemnation Bond	  	Commonwealth of PA
	 CMS0323679
	  	Peoples Natural Gas Company LLC	  	$	 4,000.00	 	  	Road Maitenance	  	Harmar Township
		  		  	$	 367,750.00	 	  		  	
		  	Grand Total	  	$	6,363,200.00	 	  		  	


  
 S-5.15 - 10 













 Appendix C 

 

											
	Peoples Gas Company LLC	  				  	As of 12/20/2017	  	
					
	 Bond No.
	  	 Entity
	  	Bond Amount	 	  	 Type
	  	 Obligee

	1ST QUARTER	  		  				  		  	
	CMS0268602	  	Peoples Gas Company LLC	  	$	500,000.00	 	  	Highway Resoration and Maintenance Bond	  	Commonwealth of PA, DOT
	CMS0289651	  	Peoples Gas Company LLC	  	$	50,000.00	 	  	Weight Restricted HWY Program	  	Commonwealth of PA, DOT
	CMS0264985	  	Peoples Gas Company LLC	  	$	1,000.00	 	  	Condemnation Bond	  	Kovalchick Salvage Company
	CMS0264986	  	Peoples Gas Company LLC	  	$	1,000.00	 	  	Condemnation Bond	  	Musser Forests, Inc.
	CMS0283537	  	Peoples Gas Company LLC	  	$	3,000.00	 	  	Street Opening Bond	  	Municipality of Murrysville
	CMS0323685	  	Peoples Gas Company LLC	  	$	70,000.00	 	  	Road Bond	  	Unity Township
	CMS0323693	  	Peoples Gas Company LLC	  	$	1,900.00	 	  	Road Bond	  	Center Township
		  		  	$	626,900.00	 	  		  	
					
	2ND QUARTER	  		  				  		  	
	CMS0264989	  	Peoples Gas Company LLC	  	$	25,000.00	 	  	Blanket Gas Wells Bond (Oil & Gas Bond)	  	PA Dept of Environmental Resources
	CMS0264988	  	Peoples Gas Company LLC	  	$	60,000.00	 	  	Condemnation Bond	  	Donald & Nancy Smeal
	CMS0264987	  	Peoples Gas Company LLC	  	$	10,000.00	 	  	Condemnation Bond	  	Harry Salvatore
	CMS261797	  	Peoples Gas Company LLC	  	$	10,000.00	 	  	License or Permit Bond	  	Harmar Township
	CMS0264992	  	Peoples Gas Company LLC	  	$	10,000.00	 	  	License or Permit Bond	  	Commonwealth of PA (PENNDOT)
	CMS0289675	  	Peoples Gas Company LLC	  	$	36,000.00	 	  	Road Bond	  	Tunnel Hill Borough
	CMS02896730	  	Peoples Gas Company LLC	  	$	138,000.00	 	  	Road Bond	  	Gallitzin Borough


  
 S-5.15 - 11 














											
	CMS0289674	  	Peoples Gas Company LLC	  	$	3,000.00	 	  	Road Bond	  	Gallitzin Township
	CMS0289677	  	Peoples Gas Company LLC	  	$	10,000.00	 	  	Road Bond	  	East Deer Township
	CMS0289669	  	Peoples Gas Company LLC	  	$	85,000.00	 	  	Road Bond	  	Penn Township
	CMS0323702	  	Peoples Gas Company LLC	  	$	5,000.00	 	  	Road Bond	  	Harrison Township
	CMS0323701	  	Peoples Gas Company LLC	  	$	1,000.00	 	  	Permit Bond	  	City of New Kensington
		  		  	$	393,000.00	 	  		  	
					
	3RD QUARTER	  		  				  		  	
	CMS0264991	  	Peoples Gas Company LLC	  	$	15,000.00	 	  	License or Permit Bond	  	Township of Harrison
	CMS261795	  	Peoples Gas Company LLC	  	$	5,000.00	 	  	Special Hauling Permit	  	PennDOT
	CMS0264965	  	Peoples Gas Company LLC	  	$	10,000.00	 	  	License Bond	  	Dept of Conservation and Natural Resources
	CMS0279458	  	Peoples Gas Company LLC	  	$	1,500.00	 	  	License or Permit Bond	  	Upper Burrell Township
	CMS0289693	  	Peoples Gas Company LLC	  	$	50,000.00	 	  	Condemnation Bond	  	Eminent Domain
	CMS0289690	  	Peoples Gas Company LLC	  	$	13,200.00	 	  	Road Bond	  	Township of Indianna
		  		  	$	94,700.00	 	  		  	
					
	4TH QUARTER	  		  				  		  	
	CMS0264972	  	Peoples Gas Company LLC	  	$	20,000.00	 	  	Condemnation Bond	  	Labriola & BLX, Inc.
	CMS0264973	  	Peoples Gas Company LLC	  	$	5,000.00	 	  	Condemnation Bond	  	Jonathan E. Moon
	CMS0264974	  	Peoples Gas Company LLC	  	$	10,000.00	 	  	Condemnation bond	  	Donna & Harold Schrecengost
	CMS0264971	  	Peoples Gas Company LLC	  	$	10,000.00	 	  	Condemnation Bond	  	Ross & Helen Bricklemyer
	CMS0285601	  	Peoples Gas Company LLC	  	$	17,500.00	 	  	Road Bond	  	Gallitzin Borough
	CMS0323676	  	Peoples Gas Company LLC	  	$	212,500.00	 	  	Road Bond	  	Nanty Glo Borough
	CMS0323678	  	Peoples Gas Company LLC	  	$	10,660.00	 	  	Road Bond	  	Blacklick / Cambria County
		  		  	$	285,660.00	 	  		  	
					
		  	Grand Total	  	$	1,400,260.00	 	  		  	


  
 S-5.15 - 12 













 SUPPLEMENTAL REPRESENTATIONS 

The Company represents and warrants to each Purchaser that, except as hereinafter deemed modified or substituted and replaced pursuant to this
Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct as of the Closing Date. For purposes of the representation and warranty set forth above, (a) each reference to
“Series 2010-A Notes” set forth in Section 5 of the Note Purchase Agreement shall be deemed modified to refer to “Series 2017-D Notes,” each
reference to “this Agreement” set forth in Section 5 of the Note Purchase Agreement shall be deemed modified to refer to “the Note Purchase Agreement as supplemented by the Fifth Supplement” and each reference to “the
Purchasers” set forth in Section 5 of the Note Purchase Agreement shall be deemed modified to refer to “the institutional investors named on Schedule A to the Fifth Supplement”, (b) each reference to “Schedule 5.4” in
Sections 5.4(b), 5.4(c) and 5.4(d) of the Note Purchase Agreement shall be deemed modified to refer to “Schedule 5.4 to the Fifth Supplement” and (c) the corresponding sections of Section 5 of the Note Purchase Agreement are
hereby substituted and replaced by the following: 
 Section 5.3 Disclosure. This Agreement and the documents,
certificates or other writings delivered to the Purchasers and the financial statements listed in Schedule 5.5 to the Fifth Supplement, delivered to the Purchasers by or on behalf of the Company (this Agreement, and such documents, certificates or
other writings, the Fifth Supplement and such financial statements delivered to each Purchaser prior to September 19, 2017 being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any
untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. The projections and pro forma financial information contained in
the materials referenced above are based upon good faith estimates and assumptions believed by management of the Company to be reasonable at the time made, it being recognized by the holders of Notes that such financial information as it relates to
future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. Except as disclosed in the Disclosure
Documents, since December 31, 2016, there has been no change in the financial condition, operations, business, properties or prospects of the Company or any Subsidiary except changes that, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents. 

Section 5.4 Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 to the Fifth Supplement
contains (except as noted therein) complete and correct lists (1) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of
its Capital Stock outstanding owned by the Company and each other Subsidiary and (2) of Company’s directors and senior officers. 

  
 EXHIBIT A

 (to Fifth Supplement to Note Purchase Agreement) 













 Section 5.5 Financial Statements; Material Liabilities. The
Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5 to the Fifth Supplement. All of said financial statements (including in each case the related schedules and notes)
fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule 5.5 and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents. 

Section 5.12 Compliance with ERISA. 

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multi-employer Plans), determined as of the end
of such Plan’s most recently ended plan year in such Plan’s most recent actuarial valuation report on the basis of the actuarial assumptions specified for funding purposes in such report, did not exceed the aggregate value of the assets of
such Plan as reflected in such Plan’s most recent actuarial valuation report allocable to such benefit liabilities as reflected in such Plan’s most recent actuarial valuation report by more than $50,000,000 in the aggregate for all Plans.
The term “benefit liabilities” has the meaning specified in Section 4001 of ERISA and the terms “current value” and “present value” have the meanings specified in Section 3 of ERISA. 

Section 5.13 Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the
Series 2017-D Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the
Purchasers. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the Note Exchange to the registration requirements of Section 5 of the Securities Act or to the registration requirements of
any securities or blue sky laws of any applicable jurisdiction. 
 Section 5.14 Use of Proceeds; Margin
Regulations. No part of the proceeds from the Note Exchange hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 25% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock
will constitute more than 25% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U. 

  
 E-A-2 













 Section 5.15 Existing Debt; Future Liens. 

(a) Except as described therein, Schedule 5.15 to the Fifth Supplement sets forth a complete and correct list of all
outstanding Indebtedness of the Company and its Subsidiaries immediately after giving effect to the TWP Reorganization and the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith (including a
description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee Obligations relating thereto, if any). Neither the Company nor any Subsidiary is in default and no waiver of default is currently
in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or
the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. 

(b) Except as disclosed in Schedule 5.15 to the Fifth Supplement, neither the Company nor any Subsidiary has agreed or
consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.4. 

Section 5.17 Status under Certain Statutes. Neither the Company nor any Subsidiary is subject to regulation under
the Investment Company Act of 1940, as amended, or the ICC Termination Act of 1995, as amended. Neither the Company nor any Subsidiary (including TWP) is subject to regulation under federal or state law as a public utility except that
(i) Peoples and TWP are subject to regulation as a public utility under Pennsylvania law and by the Pennsylvania Public Service Commission, (ii) Peoples KY LLC, a Kentucky limited liability company, and Delta are subject to regulation by
the Kentucky Public Service Commission and (iii) Peoples WV LLC, a West Virginia limited liability company, is subject to regulation by the Public Service Commission of West Virginia. The Company, the Company’s Subsidiaries and Peoples
have complied and are in compliance with (a) all applicable state utility laws, regulations and orders and (b) any other federal or state laws, regulations and orders applicable to it as a public utility or gas utility, except in each case
for instances of noncompliance that, individually and in the aggregate, have not had, and could not reasonably be expected to have, a Material Adverse Effect. 

Section 5.21 Solvency. The Company is, and after giving effect to the TWP Reorganization and the incurrence of all
Indebtedness and obligations being incurred in connection herewith and therewith will be and will continue to be, Solvent. 

  
 E-A-3 













 FORM OF SERIES
2017-D TRANCHE 1 NOTE 
 PNG COMPANIES LLC 

4.50% Series 2017-D Senior Secured Notes, Tranche 1, due November 17, 2021 

 

			
	No. R2017-D-1-_______	  	December 20, 2017
	$__________	  	PPN 73020* AM5

 FOR VALUE RECEIVED, the undersigned, PNG COMPANIES
LLC, a limited liability company organized and existing under the laws of the State of Delaware (herein called the “Company”), hereby promises to pay to ________________, or registered assigns, the principal sum of ________________
DOLLARS (or so much thereof as shall not have been prepaid) on November 17, 2021, with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid balance hereof at the rate of 4.50% per annum from the date hereof, payable semiannually, on the 17th of May and November in each year, commencing with the May 17 or
November 17 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the greater of (1) 6.50% or (2) 2.00% over
the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, on any overdue payment of interest and, during the continuance of an Event of Default, on
such unpaid balance and on any overdue payment of any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand). 
 Payments of principal of, interest on and any Make-Whole
Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount with respect to this Note are to be made in lawful money of the United States of America at the principal offices of JPMorgan Chase Bank, N.A. in New York, New York or
at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. 

This Note is one of the Series 2017-D Senior Secured Notes, Tranche 1, due
November 17, 2021 (herein called the “Notes”) issued pursuant to the Fifth Supplement dated as of December 20, 2017 (the “Supplement”) which supplements that certain Note Purchase Agreement dated as of
February 26, 2010 (as amended by that certain First Amendment to Note Purchase Agreement dated as of August 10, 2011, that certain Second Amendment to Note Purchase Agreement dated as of August 22, 2013, that certain First Supplement
to the Note Purchase Agreement dated as of December 12, 2013, that certain Third Amendment to Note Purchase Agreement dated as of November 9, 2017 and as from time to time further amended, supplemented or otherwise modified, the
“Note Purchase Agreement”), originally between the Company and the respective Purchasers named therein and is entitled to the benefits of the Note Purchase Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise
indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. 

  
 EXHIBIT
1(a) 
 (to Fifth Supplement to Note Purchase Agreement) 













 This Note is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like
principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 
 This Note is subject to
optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Supplement and/or the Note Purchase Agreement, but not otherwise. 

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner,
at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. 
 This Note is given
in exchange for, and not as payment of, the Peoples Gas Company LLC’s 4.50% Senior Note, Series A, due November 17, 2021, No. [__], made by Peoples Gas Company LLC in favor of [_____________] (the “Existing Note”) pursuant
to the Amended and Restated Note Purchase Agreement, dated as of June 20, 2013, between the Peoples Gas Company LLC (f/k/a Peoples TWP LLC) and each institution party thereto, as amended by the First Amendment to Amended and Restated Note
Purchase Agreement dated as of September 19, 2017. All accrued and unpaid interest on the Existing Note at the interest rate set forth therein for periods prior to the date hereof shall remain outstanding and be payable to the holder of the
Note on the first interest payment date hereunder following the date hereof. 
 This Note 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. 

 

					
	PNG COMPANIES LLC
		
	By	 	 
		 	Name:	 	 
		 	Title:	 	 



  
 E-1(a)-2 













 FORM OF SERIES
2017-D TRANCHE 2 NOTE 
 PNG COMPANIES LLC 

6.42% Series 2017-D Senior Secured Notes, Tranche 2, due December 28, 2022 

 

			
	No. R2017-D-2-_______	  	December 20, 2017
	$__________	  	PPN 73020* AN3

 FOR VALUE RECEIVED, the undersigned, PNG COMPANIES
LLC, a limited liability company organized and existing under the laws of the State of Delaware (herein called the “Company”), hereby promises to pay to ________________, or registered assigns, the principal sum of ________________
DOLLARS (or so much thereof as shall not have been prepaid) on December 28, 2022, with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid balance hereof at the rate of 6.42% per annum from the date hereof, payable quarterly, on the 28th day of March, June, September and December in each year, commencing with
the March 28, June 28, September 28 or December 28 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time
equal to the greater of (1) 8.42% or (2) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, on any overdue payment of interest
and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount payable
semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). 
 Payments of principal of, interest on and any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount with respect to this Note are to be made in lawful money of the United States of America at the principal offices of
JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. 

This Note is one of the Series 2017-D Senior Secured Notes, Tranche 2, due
December 28, 2022 (herein called the “Notes”) issued pursuant to the Fifth Supplement dated as of December 20, 2017 (the “Supplement”) which supplements that certain Note Purchase Agreement dated as of
February 26, 2010 (as amended by that certain First Amendment to Note Purchase Agreement dated as of August 10, 2011, that certain Second Amendment to Note Purchase Agreement dated as of August 22, 2013, that certain First Supplement
to the Note Purchase Agreement dated as of December 12, 2013, that certain Third Amendment to Note Purchase Agreement dated as of November 9, 2017 and as from time to time further amended, supplemented or otherwise modified, the
“Note Purchase Agreement”), originally between the Company and the respective Purchasers named therein and is entitled to the benefits of the Note Purchase Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise
indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. 

  
 EXHIBIT
1(b) 
 (to Fifth Supplement to Note Purchase Agreement) 













 This Note is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like
principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 
 The Company will make
required prepayments of principal on the dates and in the amounts specified in the Supplement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Supplement and/or
the Note Purchase Agreement, but not otherwise. 
 If an Event of Default occurs and is continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. 

This Note is given in exchange for, and not as payment of, the Peoples Gas Company LLC’s 6.42% Senior Note, Series B, due
December 28, 2022, No. [__], made by Peoples Gas Company LLC in favor of [_____________] (the “Existing Note”) pursuant to the Amended and Restated Note Purchase Agreement, dated as of June 20, 2013, between the Peoples
Gas Company LLC (f/k/a Peoples TWP LLC) and each institution party thereto, as amended by the First Amendment to Amended and Restated Note Purchase Agreement dated as of September 19, 2017. All accrued and unpaid interest on the Existing Note
at the interest rate set forth therein for periods prior to the date hereof shall remain outstanding and be payable to the holder of the Note on the first interest payment date hereunder following the date hereof. 

This Note 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. 
  

					
	PNG COMPANIES LLC
		
	By	 	 
		 	Name:	 	 
		 	Title:	 	 



  
 E-1(b)-2 













 FORM OF SERIES
2017-D TRANCHE 3 NOTE 
 PNG COMPANIES LLC 

5.66% Series 2017-D Senior Secured Notes, Tranche 3, due October 31, 2020 

 

			
	No. R2017-D-3-_______	  	December 20, 2017
	$__________	  	PPN 73020* AP8

 FOR VALUE RECEIVED, the undersigned, PNG COMPANIES
LLC, a limited liability company organized and existing under the laws of the State of Delaware (herein called the “Company”), hereby promises to pay to ________________, or registered assigns, the principal sum of ________________
DOLLARS (or so much thereof as shall not have been prepaid) on October 31, 2020 with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid balance hereof at the rate of 5.66% per annum from the date hereof, payable quarterly, on the last day of January, April, July and October in each year, commencing with
the last day of January, April, July or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the greater of
(1) 7.66% or (2) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, on any overdue payment of interest and, during the
continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand). 
 Payments of principal of, interest on and any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount with respect to this Note are to be made in lawful money of the United States of America at the principal offices of
JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. 

This Note is one of the Series 2017-D Senior Secured Notes, Tranche 3, due
October 31, 2020 (herein called the “Notes”) issued pursuant to the Fifth Supplement dated as of December 20, 2017 (the “Supplement”) which supplements that certain Note Purchase Agreement dated as of
February 26, 2010 (as amended by that certain First Amendment to Note Purchase Agreement dated as of August 10, 2011, that certain Second Amendment to Note Purchase Agreement dated as of August 22, 2013, that certain First Supplement
to the Note Purchase Agreement dated as of December 12, 2013, that certain Third Amendment to Note Purchase Agreement dated as of November 9, 2017 and as from time to time further amended, supplemented or otherwise modified, the
“Note Purchase Agreement”), originally between the Company and the respective Purchasers named therein and is entitled to the benefits of the Note Purchase Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise
indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. 

  
 EXHIBIT
1(c) 
 (to Fifth Supplement to Note Purchase Agreement) 













 This Note is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like
principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 
 The Company will make
required prepayments of principal on the dates and in the amounts specified in the Supplement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Supplement and/or
the Note Purchase Agreement, but not otherwise. 
 If an Event of Default occurs and is continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. 

This Note is given in exchange for, and not as payment of, the Peoples Gas Company LLC’s 5.66% Senior Note, Series C, due
October 31, 2020, No. [__], made by Peoples Gas Company LLC in favor of [_____________] (the “Existing Note”) pursuant to the Amended and Restated Note Purchase Agreement, dated as of June 20, 2013, between the Peoples Gas
Company LLC (f/k/a Peoples TWP LLC) and each institution party thereto, as amended by the First Amendment to Amended and Restated Note Purchase Agreement dated as of September 19, 2017. All accrued and unpaid interest on the Existing Note at
the interest rate set forth therein for periods prior to the date hereof shall remain outstanding and be payable to the holder of the Note on the first interest payment date hereunder following the date hereof. 

This Note 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. 
  

					
	PNG COMPANIES LLC
		
	By	 	 
		 	Name:	 	 
		 	Title:	 	 



  
 E-1(c)-2 













 FORM OF SERIES
2017-D TRANCHE 4 NOTE 
 PNG COMPANIES LLC 

5.67% Series 2017-D Senior Secured Notes, Tranche 4, due October 31, 2018 

 

			
	No. R2017-D-4-_______	  	December 20, 2017
	$__________	  	PPN 73020* AQ6

 FOR VALUE RECEIVED, the undersigned, PNG COMPANIES
LLC, a limited liability company organized and existing under the laws of the State of Delaware (herein called the “Company”), hereby promises to pay to ________________, or registered assigns, the principal sum of ________________
DOLLARS (or so much thereof as shall not have been prepaid) on October 31, 2018 with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid balance hereof at the rate of 5.67% per annum from the date hereof, payable quarterly, on the last day of January, April, July and October in each year, commencing with
the last day of January, April, July or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the greater of
(1) 7.67% or (2) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, on any overdue payment of interest and, during the
continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand). 
 Payments of principal of, interest on and any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount with respect to this Note are to be made in lawful money of the United States of America at the principal offices of
JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. 

This Note is one of the Series 2017-D Senior Secured Notes, Tranche 4, due
October 31, 2018 (herein called the “Notes”) issued pursuant to the Fifth Supplement dated as of December 20, 2017 (the “Supplement”) which supplements that certain Note Purchase Agreement dated as of
February 26, 2010 (as amended by that certain First Amendment to Note Purchase Agreement dated as of August 10, 2011, that certain Second Amendment to Note Purchase Agreement dated as of August 22, 2013, that certain First Supplement
to the Note Purchase Agreement dated as of December 12, 2013, that certain Third Amendment to Note Purchase Agreement dated as of November 9, 2017 and as from time to time further amended, supplemented or otherwise modified, the
“Note Purchase Agreement”), originally between the Company and the respective Purchasers named therein and is entitled to the benefits of the Note Purchase Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise
indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. 

  
 EXHIBIT
1(d) 
 (to Fifth Supplement to Note Purchase Agreement) 













 This Note is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like
principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 
 The Company will make
required prepayments of principal on the dates and in the amounts specified in the Supplement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Supplement and/or
the Note Purchase Agreement, but not otherwise. 
 If an Event of Default occurs and is continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. 

This Note is given in exchange for, and not as payment of, the Peoples Gas Company LLC’s 5.67% Senior Note, Series D, due
October 31, 2018, No. [__], made by Peoples Gas Company LLC in favor of [_____________] (the “Existing Note”) pursuant to the Amended and Restated Note Purchase Agreement, dated as of June 20, 2013, between the Peoples Gas
Company LLC (f/k/a Peoples TWP LLC) and each institution party thereto as amended by the First Amendment to Amended and Restated Note Purchase Agreement dated as of September 19, 2017. All accrued and unpaid interest on the Existing Note at the
interest rate set forth therein for periods prior to the date hereof shall remain outstanding and be payable to the holder of the Note on the first interest payment date hereunder following the date hereof. 

This Note 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. 
  

					
	PNG COMPANIES LLC
		
	By	 	 
		 	Name:	 	 
		 	Title:	 	 



  
 E-1(d)-2 













 FORM OF SERIES
2017-D TRANCHE 5 NOTE 
 PNG COMPANIES LLC 

5.99% Series 2017-D Senior Secured Notes, Tranche 5, due October 31, 2023 

 

			
	No. R2017-D-5-_______	  	December 20, 2017
	$__________	  	PPN 73020* AR4

 FOR VALUE RECEIVED, the undersigned, PNG COMPANIES
LLC, a limited liability company organized and existing under the laws of the State of Delaware (herein called the “Company”), hereby promises to pay to ________________, or registered assigns, the principal sum of ________________
DOLLARS (or so much thereof as shall not have been prepaid) on October 31, 2023 with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid balance hereof at the rate of 5.99% per annum from the date hereof, payable quarterly, on the last day of January, April, July and October in each year, commencing with
the last day of January, April, July or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the greater of
(1) 7.99% or (2) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, on any overdue payment of interest and, during the
continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand). 
 Payments of principal of, interest on and any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount with respect to this Note are to be made in lawful money of the United States of America at the principal offices of
JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. 

This Note is one of the Series 2017-D Senior Secured Notes, Tranche 5, due
October 31, 2023 (herein called the “Notes”) issued pursuant to the Fifth Supplement dated as of December 20, 2017 (the “Supplement”) which supplements that certain Note Purchase Agreement dated as of
February 26, 2010 (as amended by that certain First Amendment to Note Purchase Agreement dated as of August 10, 2011, that certain Second Amendment to Note Purchase Agreement dated as of August 22, 2013, that certain First Supplement
to the Note Purchase Agreement dated as of December 12, 2013, that certain Third Amendment to Note Purchase Agreement dated as of November 9, 2017 and as from time to time further amended, supplemented or otherwise modified, the
“Note Purchase Agreement”), originally between the Company and the respective Purchasers named therein and is entitled to the benefits of the Note Purchase Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise
indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. 

  
 EXHIBIT
1(e) 
 (to Fifth Supplement to Note Purchase Agreement) 













 This Note is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like
principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 
 The Company will make
required prepayments of principal on the dates and in the amounts specified in the Supplement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Supplement and/or
the Note Purchase Agreement, but not otherwise. 
 If an Event of Default occurs and is continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. 

This Note is given in exchange for, and not as payment of, the Peoples Gas Company LLC’s 5.99% Senior Note, Series E, due
October 31, 2023, No. [__], made by Peoples Gas Company LLC in favor of [_____________] (the “Existing Note”) pursuant to the Amended and Restated Note Purchase Agreement, dated as of June 20, 2013, between the Peoples Gas
Company LLC (f/k/a Peoples TWP LLC) and each institution party thereto, as amended by the First Amendment to Amended and Restated Note Purchase Agreement dated as of September 19, 2017. All accrued and unpaid interest on the Existing Note at
the interest rate set forth therein for periods prior to the date hereof shall remain outstanding and be payable to the holder of the Note on the first interest payment date hereunder following the date hereof. 

This Note 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. 
  

					
	PNG COMPANIES LLC
		
	By	 	 
		 	Name:	 	 
		 	Title:	 	 



  
 E-1(e)-2 













 FORM OF SERIES
2017-D TRANCHE 6 NOTE 
 PNG COMPANIES LLC 

3.53% Series 2017-D Senior Secured Notes, Tranche 6, due August 23, 2023 

 

			
	No. R2017-D-6-_______	  	December 20, 2017
	$__________	  	PPN 73020* AS2

 FOR VALUE RECEIVED, the undersigned, PNG COMPANIES
LLC, a limited liability company organized and existing under the laws of the State of Delaware (herein called the “Company”), hereby promises to pay to ________________, or registered assigns, the principal sum of ________________
DOLLARS (or so much thereof as shall not have been prepaid) on August 23, 2023 with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid balance hereof at the rate of 3.53% per annum from the date hereof, payable semi-annually, on the 23rd of February and August in each year, commencing with the
February 23 or August 23 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the greater of (1) 5.53% or
(2) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, on any overdue payment of interest and, during the continuance of an Event
of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount payable semiannually as aforesaid (or, at the
option of the registered holder hereof, on demand). 
 Payments of principal of, interest on and any
Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount with respect to this Note are to be made in lawful money of the United States of America at the principal offices of
JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. 

This Note is one of the Series 2017-D Senior Secured Notes, Tranche 6, due
August 23, 2023 (herein called the “Notes”) issued pursuant to the Fifth Supplement dated as of December 20, 2017 (the “Supplement”) which supplements that certain Note Purchase Agreement dated as of
February 26, 2010 (as amended by that certain First Amendment to Note Purchase Agreement dated as of August 10, 2011, that certain Second Amendment to Note Purchase Agreement dated as of August 22, 2013, that certain First Supplement
to the Note Purchase Agreement dated as of December 12, 2013, that certain Third Amendment to Note Purchase Agreement dated as of November 9, 2017 and as from time to time further amended, supplemented or otherwise modified, the
“Note Purchase Agreement”), originally between the Company and the respective Purchasers named therein and is entitled to the benefits of the Note Purchase Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise
indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. 

  
 EXHIBIT
1(f) 
 (to Fifth Supplement to Note Purchase Agreement) 













 This Note is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like
principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 
 This Note is subject to
optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Supplement and/or the Note Purchase Agreement, but not otherwise. 

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner,
at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. 
 This Note is given
in exchange for, and not as payment of, the Peoples Gas Company LLC’s 3.53% Senior Note, Series G, due August 23, 2023, No. [__], made by Peoples Gas Company LLC in favor of [_____________] (the “Existing Note”) pursuant
to the Amended and Restated Note Purchase Agreement, dated as of June 20, 2013, between the Peoples Gas Company LLC (f/k/a Peoples TWP LLC) and each institution party thereto, as amended by the First Amendment to Amended and Restated Note
Purchase Agreement dated as of September 19, 2017. All accrued and unpaid interest on the Existing Note at the interest rate set forth therein for periods prior to the date hereof shall remain outstanding and be payable to the holder of the
Note on the first interest payment date hereunder following the date hereof. 
 This Note 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. 

 

					
	PNG COMPANIES LLC
		
	By	 	 
		 	Name:	 	 
		 	Title:	 	 



  
 E-1(f)-2 













 FORM OF OPINION OF
SPECIAL COUNSEL 
 TO THE COMPANY 

To be provided to the Purchasers only. 

  
 EXHIBIT
4(f)(i) 
 (to Fifth Supplement to Note Purchase Agreement) 













 FORM OF OPINION OF
SPECIAL PENNSYLVANIA COUNSEL 
 TO THE
COMPANY 
 To be provided to the Purchasers only. 

  
 EXHIBIT
4(f)(ii) 
 (to Fifth Supplement to Note Purchase Agreement) 













 FORM OF OPINION OF
SPECIAL COUNSEL 
 TO THE PURCHASERS 

To be provided to the Purchasers only. 

  
 EXHIBIT
4(f)(iii) 
 (to Fifth Supplement to Note Purchase Agreement)