EX-10.1.7





 Exhibit 10.1.7 

EXECUTION VERSION 
  

 
  

PNG COMPANIES LLC 

FOURTH SUPPLEMENT TO NOTE PURCHASE AGREEMENT 

Dated as of November 9, 2017 

Re: $100,000,000 2.90% Series 2017-C Senior Secured Notes, 

Tranche 1, due December 18, 2022 

$200,000,000 3.38% Series 2017-C Senior Secured Notes, 

Tranche 2, due December 18, 2027 

$200,000,000 3.63% Series 2017-C Senior Secured Notes, 

Tranche 3, due December 18, 2032 
  

 
  












 PNG COMPANIES LLC 

375 North Shore Drive, Suite 600 

Pittsburgh, PA 15212 
 Dated as of

 November 9, 2017 
 To the Purchasers
listed in 
 the attached Schedule A hereto 
 Ladies and
Gentlemen: 
 This Fourth Supplement to Note Purchase Agreement (this “Fourth 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 Third Amendment to Note Purchase Agreement to be entered into concurrently
with this Fourth Supplement, and the First Supplement to Note Purchase Agreement dated as of December 12, 2013, the “Note Purchase Agreement”) between the Company and the purchasers listed on Schedule A 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. 
 The Company hereby agrees with
the Purchasers as follows: 
 1. The Company has authorized the issue and sale of $500,000,000 aggregate principal amount of its Series 2017-C Senior Secured Notes consisting of (a) $100,000,000 aggregate principal amount of its 2.90% Series 2017-C Senior Secured Notes, Tranche 1, due December 18,
2022 (the “Series 2017-C Tranche 1 Notes”), (b) $200,000,000 aggregate principal amount of its 3.38% Series 2017-C Senior Secured Notes, Tranche 2,
due December 18, 2027 (the “Series 2017-C Tranche 2 Notes”) and (c) $200,000,000 aggregate principal amount of its 3.63% Series 2017-C Senior
Secured Notes, Tranche 3, due December 18, 2032 (the “Series 2017-C Tranche 3 Notes”). The Series 2017-C Tranche 1 Notes, the Series 2017-C Tranche 2 Notes and the Series 2017-C Tranche 3 Notes are collectively referred to as the “Series 2017-C
Notes.” The Series 2017-C 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 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-C Tranche 1 Notes, the Series 2017-C Tranche 2 Notes and the Series 2017-C Tranche 3 Notes shall be
substantially in the form set out in Exhibit 1(a), Exhibit 1(b) and Exhibit 1(c) 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 and sell to each Purchaser, at the Closing provided for in Section 3, and each Purchaser will purchase from the Company, Series 2017-C Notes of the
tranche and in the principal amount specified opposite such Purchaser’s name in Schedule A hereto at a price of 100% of the principal amount thereof. 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 execution and delivery of this Fourth Supplement shall occur on November 9, 2017 (the “Execution Date”). The sale
and purchase of the Series 2017-C Notes to be purchased by each Purchaser shall occur 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 18, 2017 or on such other Business Day thereafter as may be agreed upon by the Company and the Purchasers (the “Closing Date”). At the Closing, the
Company will deliver to each Purchaser the Series 2017-C Notes of each tranche to be purchased by such Purchaser in the form of a single Series 2017-C Note of
such tranche (or such greater number of Series 2017-C Notes of such tranche in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such
Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately
available funds for the account designated by the Company in accordance with the funding instructions described in Section 4(m). If, at the Closing, the Company shall fail to tender such
Series 2017-C 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 Fourth Supplement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment. 

4. The obligation of each Purchaser to purchase and pay for the Series 2017-C Notes to be sold to
such Purchaser 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 Execution Date and as of the Closing Date. 

  
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 (b) The Company shall have performed and complied with all agreements and
conditions contained in the Note Purchase Agreement as supplemented by the Fourth Supplement and the Security Documents required to be performed or complied with by it prior to or on the Closing Date, and after giving effect to the issue and sale of
the Series 2017-C Notes (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; 
 (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 Fourth 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-C 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-C Notes and
this Fourth 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 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. 

  
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 (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 Fourth 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 Fourth 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 Fourth Supplement and covering such other matters incident to such transactions as such Purchaser
may reasonably request. 
 (g) On the Closing Date, such Purchaser’s purchase of Series
2017-C Notes 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 purchase is so permitted. 

(h) Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each other Purchaser shall purchase
the Series 2017-C Notes to be purchased by it at the Closing as specified in Schedule A to this Fourth 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-C Notes. 

  
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 (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 issuance and sale of the Series 2017-C Notes and the other transactions contemplated hereby shall have been obtained, or made, and remain in full force and effect and final, 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 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 for the Delta
Transaction, 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
Fourth Supplement. 
 (m) At least three Business Days prior to the date of Closing, each Purchaser shall have received
written instructions signed by a Responsible Officer on letterhead of the Company directing the manner of the payment of funds and setting forth (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number,
(iii) the account name and number into which the purchase price for the Series 2017-C Notes is to be deposited and (iv) the name and telephone number of the account representative responsible for
verifying receipt of such funds. 
 (n) Immediately after giving effect to the issuance of the Series 2017-C Notes, the Notes (including the Series 2017-C 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-C Notes) have at least the same rating as the Notes were rated immediately prior to the issuance of the Series 2017-C Notes by such Rating Agency and each holder of Notes
shall have received evidence thereof. 
 (o) The Note Purchase Agreement shall not have been amended, waived or otherwise
modified subsequent to the date of the Memorandum except for amendments, waivers or modifications which are reasonably acceptable to such Purchaser. 

(p) All limited liability company and other proceedings in connection with the transactions contemplated by this Fourth
Supplement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and special counsel to the Purchasers, and such Purchaser and special counsel to the Purchasers shall have received all
such counterpart originals or certified or other copies of such documents as such Purchaser or special counsel to the Purchasers may reasonably request. 

  
 -5- 













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

5. The following provisions shall apply to the Series 2017-C Notes: 

(a) Required Prepayments for the Series 2017-C Notes. As provided therein, the
Series 2017-C Notes shall not be subject to any required prepayments and the entire unpaid principal amount of each Series 2017-C Note shall be due and payable on the
stated maturity date thereof. 
 (b) Optional Prepayments for the Series 2017-C
Notes. On or after the date that is (i) 90 days prior to the maturity of the Series 2017-C Tranche 1 Notes, (ii) 45 days prior to the maturity of the Series 2017-C
Tranche 2 Notes and (iii) 60 days prior to the maturity of the Series 2017-C Tranche 3 Notes, in each case, the Issuer may, at its option, prepay all or part (pro rata) of such Notes, in an amount of not less
than $15,000,000 in aggregate principal amount of such Notes in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus accrued interest to the date of redemption and currency swap breakage costs, if any, incurred by a
Canadian holder of Notes, but without the Make-Whole Amount. 
 (c) Default Rate for the Series 2017-C Notes. “Default Rate” shall mean, with respect to any Series 2017-C 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-C Note or (2) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A., in New York, New York as its
“base” or “prime” rate. 
 (d) Make-Whole Amount and Modified Make-Whole Amount for the Series 2017-C Notes. The terms “Make-Whole Amount” and “Modified Make-Whole Amount” shall mean, with respect to any Series 2017-C 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-C 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). 

  
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 “Called Principal” shall mean, with respect to any Series 2017-C Note, the principal of such Series 2017-C 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-C 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-C Note is payable) equal to the Reinvestment
Yield with respect to such Called Principal. 
 “Reinvestment Yield” shall mean, with respect to the Called
Principal of any Series 2017-C 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-C Note. 

  
 -7- 













 “Remaining Average Life” shall mean, with respect to any
Called Principal of any Series 2017-C 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-C 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-C 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.

 “Settlement Date” shall mean, with respect to the Called Principal of any Series 2017-C 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. 
 (e) Additional Definitions. 

 “Delta” shall mean Delta Natural Gas Company, Inc., a Kentucky corporation. 

“Delta Acquisition Agreement” shall mean the Agreement and Plan of Merger dated as of February 20, 2017
among the Company, Delta and Drake Merger Sub Inc., a Kentucky corporation and a direct, Wholly-Owned Subsidiary of the Company and all schedules, exhibits and annexes thereto. 

“Delta Transaction” shall mean the merger of Drake Merger Sub Inc. with and into Delta with Delta being the
surviving corporation pursuant to the Delta Acquisition Agreement and a Wholly-Owned Subsidiary of the Company. 
 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 Execution Date and as of the Closing Date with respect to the purchase of the Series 2017-C Notes 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-C 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 Fourth Supplement as fully and completely as if such Purchaser were an original signatory to the Note Purchase Agreement. 

  
 -8- 













 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 Fourth Supplement. 

9. Except as expressly supplemented by this Fourth 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 Fourth 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 Fourth 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. 
 12. All covenants and other agreements contained in this Fourth 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 Fourth 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. 

[Signature Page Follows] 
  

  
 -9- 













 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



  

  
 [Signature Page Fourth
Supplement to Note Agreement] 













 Accepted as of November 9, 2017 

 

			
	METROPOLITAN LIFE INSURANCE COMPANY
		
	By:	 	 /s/ John A. Wills

	Name:	 	John A. Wills
	Title:	 	Senior Vice President and Managing Director
	
	METLIFE INSURANCE K.K.
	by	 	MetLife Investment Advisors, LLC,
		 	Its Investment Manager
		
	By:	 	 /s/ John A. Wills

	Name:	 	John A. Wills
	Title:	 	Senior Vice President and Managing Director
	
	BRIGHTHOUSE LIFE INSURANCE COMPANY
	by	 	MetLife Investment Advisors, LLC,
		 	Its Investment Manager
	
	BRIGHTHOUSE REINSURANCE COMPANY OF DELAWARE
	by	 	MetLife Investment Advisors, LLC,
		 	Its Investment Manager
	
	FARMERS NEW WORLD LIFE INSURANCE COMPANY
	by	 	MetLife Investment Advisors, LLC,
		 	Its Investment Manager
	
	ZURICH AMERICAN INSURANCE COMPANY
	by	 	MetLife Investment Advisors, LLC,
		 	Its Investment Manager
		
	By:	 	 /s/ Judith A. Gulotta

	Name:	 	Judith A. Gulotta
	Title:	 	Managing Director



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 PENSION AND SAVINGS
COMMITTEE, ON BEHALF OF THE ZURICH AMERICAN INSURANCE COMPANY MASTER RETIREMENT
TRUST



 
			
		
	By:	 	 /s/ Judith A. Gulotta

	 Name:
	 	Judith A. Gulotta
	 Title:
	 	Managing Director



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	PENSIONSKASSE DES BUNDES PUBLICA
	By:	 	 MetLife Investment Management Limited,
 as
Investment Manager

		
	By:	 	 /s/ Jason Rothenberg

	Name:	 	Jason Rothenberg
	Title:	 	Authorised Signatory



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	NEW YORK LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Jessica L. Maizel

	Name:	 	Jessica L. Maizel
	Title:	 	Corporate Vice President
	
	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
	By:	 	NYL Investors LLC, its Investment Manager
		
	By:	 	 /s/ Jessica L. Maizel

	Name:	 	Jessica L. Maizel
	Title:	 	Senior Director
	
	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED
LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3)
	By:	 	NYL Investors LLC, its Investment Manager
		
	By:	 	 /s/ Jessica L. Maizel

	Name:	 	Jessica L. Maizel
	Title:	 	Senior Director



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
		
	By:	 	PGIM, Inc., as investment manager
		
	By:	 	 /s/ B.L.

		 	Vice President
	
	THE GIBRALTAR LIFE INSURANCE CO., LTD.
		
	By:	 	Prudential Investment Management Japan
		 	Co., Ltd., as Investment Manager
		
	By:	 	PGIM, Inc., as Sub-Adviser
		
	By:	 	 /s/ B.L.

		 	Vice President
	
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
		
	By:	 	 /s/ B.L.

		 	Vice President
	
	THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.
		
	By:	 	Prudential Investment Management Japan Co.,
		 	Ltd., as Investment Manager
		
	By:	 	PGIM, Inc., as Sub-Adviser
		
	By:	 	 /s/ B.L.

		 	Vice President



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	STATE FARM LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Julie Hoyer

	Name:	 	Julie Hoyer
	Title:	 	Investment Executive
		
	By:	 	 /s/ Jeffrey Attwood

	Name:	 	Jeffrey Attwood
	Title:	 	Investment Professional
	
	STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY
		
	By:	 	 /s/ Julie Hoyer

	Name:	 	Julie Hoyer
	Title:	 	Investment Executive
		
	By:	 	 /s/ Jeffrey Attwood

	Name:	 	Jeffrey Attwood
	Title:	 	Investment Professional
	
	STATE FARM INSURANCE COMPANIES EMPLOYEE RETIREMENT TRUST
		
	By:	 	 /s/ Julie Hoyer

	Name:	 	Julie Hoyer
	Title:	 	Investment Executive
		
	By:	 	 /s/ Jeffrey Attwood

	Name:	 	Jeffrey Attwood
	Title:	 	Investment Professional



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA



 
			
		
	By:	 	 /s/ Jeffrey Hughes

	 Name:Jeffrey Hughes

	 Title:Director




  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 JACKSON NATIONAL LIFE
INSURANCE COMPANY

	By:	 	PPM America, Inc., as attorney in fact, on behalf of Jackson National Life Insurance Company
		
	By:	 	 /s/ Elena S. Unger

	 Title:
	 	 Elena S. Unger

Vice President




  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 VOYA INSURANCE AND
ANNUITY COMPANY

	 VOYA RETIREMENT INSURANCE
AND ANNUITY COMPANY

	 SECURITY LIFE OF DENVER
INSURANCE COMPANY

	 RELIASTAR LIFE
INSURANCE COMPANY

	 RELIASTAR LIFE
INSURANCE COMPANY OF NEW YORK

	 By:
	 	 Voya Investment Management LLC, as Agent

		
	By:	 	 /s/ Joshua A. Winchester

	 Name:
	 	 Joshua A. Winchester

	 Title:
	 	 Vice President




  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 AXA EQUITABLE LIFE INSURANCE
COMPANY



 
			
		
	By	 	 /s/ Teresa McCarthy

	Name:	 	 Teresa McCarthy

	Title:	 	 Investment Officer




  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 ATHENE ANNUITY AND LIFE
COMPANY

	By:	 	Athene Asset Management, L.P., its investment adviser
	By:	 	AAM GP Ltd., its general partner
		
	By:	 	 /s/ Roger D. Fors

	Name:	 	Roger D. Fors
	Title:	 	Senior Vice President, Fixed Income



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 PRINCIPAL LIFE INSURANCE
COMPANY

	By:	 	Principal Global Investors, LLC
		 	a Delaware limited liability company,
		 	its authorized signatory
		
	By:	 	 /s/ Colin Pennycooke, Counsel

		
	By:	 	 /s/ Anne R. Cook, Counsel




  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 CONNECTICUT GENERAL LIFE
INSURANCE COMPANY

	By:	 	Cigna Investments, Inc. (authorized agent)
		
	By:	 	 /s/ Christopher D. Potter

	Name:	 	Christopher D. Potter
	Title:	 	Managing Director
	
	 CIGNA LIFE INSURANCE
COMPANY OF NEW YORK

	By:	 	Cigna Investments, Inc. (authorized agent)
		
	By:	 	 /s/ Christopher D. Potter

	Name:	 	Christopher D. Potter
	Title:	 	Managing Director
	
	 LIFE INSURANCE COMPANY
OF NORTH AMERICA

	By:	 	Cigna Investments, Inc. (authorized agent)
		
	By:	 	 /s/ Christopher D. Potter

	Name:	 	Christopher D. Potter
	Title:	 	Managing Director
	 CIGNA LIFE INSURANCE
COMPANY OF NEW YORK

		
	By:	 	Cigna Investments, Inc. (authorized agent)
		
	By:	 	 /s/ Christopher D. Potter

	Name:	 	Christopher D. Potter
	Title:	 	Managing Director



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY 

	 By:
	 	 Barings LLC as Investment Adviser

		
	By:	 	 /s/ John B. Wheeler

	Name:	 	John B. Wheeler
	Title:	 	Managing Director
	
	 MASSMUTUAL ASIA
LIMITED

	 By:
	 	 Barings LLC as Investment Adviser

		
	By:	 	 /s/ John B. Wheeler

	Name:	 	John B. Wheeler
	Title:	 	Managing Director



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 SUN LIFE ASSURANCE
COMPANY OF CANADA



 
			
		
	By:	 	 /s/ Deborah J. Foss

	Name:	 	Deborah J. Foss
	Title:	 	Managing Director, Head of Private Debt, Private Fixed Income
		
	By:	 	 /s/ Ann C. King

	Name:	 	Ann C. King
	Title:	 	Assistant Vice President and Senior Counsel



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 GENWORTH LIFE INSURANCE
COMPANY

	 GENWORTH MORTGAGE INSURANCE
CORPORATION



 
			
		
	By:	 	 /s/ Michael W. Shepherd

	Name:	 	Michael W. Shepherd
	Title:	 	Investment Officer



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 UNUM LIFE INSURANCE
COMPANY OF AMERICA 

	By: Provident Investment Management, LLC
	Its: Agent


 
			
		
	By:	 	 /s/ Ben S. Miller

	Name:	 	Ben S. Miller
	Title:	 	Vice President, Senior Managing Director



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 THE GUARDIAN LIFE
INSURANCE COMPANY OF AMERICA



 
			
		
	By:	 	 /s/ Gwendolyn S. Foster

	 Name:
	 	 Gwendolyn S. Foster

	 Title:
	 	 Senior Director




  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 THRIVENT FINANCIAL FOR
LUTHERANS



 
			
		
	By:	 	 /s/ Christopher Patton

	Name:	 	Christopher Patton
	Title:	 	Managing Director



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 UNITED OF OMAHA LIFE
INSURANCE COMPANY 



 
			
		
	By:	 	 /s/ Lee R. Martin

	Name:	 	Lee R. Martin
	Title:	 	Vice President



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 AMERICAN UNITED LIFE
INSURANCE COMPANY

		
	By:	 	 /s/ David M. Weisenburger

		 	Name: David M. Weisenburger
		 	Title: Vice President, Fixed Income Securities
	
	 THE STATE LIFE
INSURANCE COMPANY

	By:	 	American United Life Insurance Company
	Its:	 	Agent
		
	By:	 	 /s/ David M. Weisenburger

		 	Name: David M. Weisenburger
		 	Title: Vice President, Fixed Income Securities



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 PRIME REINSURANCE COMPANY,
INC.

	 PRIMERICA LIFE INSURANCE
COMPANY

	By:	 	Conning, Inc., as Investment Manager
		
	By:	 	 /s/ Samuel Otchere

	Name:	 	Samuel Otchere
	Title:	 	Director



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	THE OHIO NATIONAL LIFE INSURANCE COMPANY 
		
	By:	 	 /s/ Annette M. Teders

	Name:	 	Annette M. Teders
	Title:	 	Vice President
	
	OHIO NATIONAL LIFE ASSURANCE CORPORATION
		
	By:	 	 /s/ Annette M. Teders

	Name:	 	Annette M. Teders
	Title:	 	Vice President



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 SOUTHERN FARM BUREAU
LIFE INSURANCE COMPANY

		
	By:	 	 /s/ David Divine

	Name:	 	David Divine
	Title:	 	Senior Portfolio Manager



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 COUNTRY MUTUAL INSURANCE
COMPANY 



 
			
		
	By:	 	 /s/ Derek Vogler

	Name:	 	Derek Vogler
	Title:	 	VP - Investments



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 TRAVELERS CASUALTY AND
SURETY COMPANY



 
			
		
	By:	 	 /s/ Michael P. Kroening

	Name:	 	Michael P. Kroening
	Title:	 	Senior Vice President



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 
			
	 WOODMEN OF THE WORLD
LIFE INSURANCE SOCIETY



 
			
		
	By:	 	 /s/ Shawn Bengtson

	Name:	 	Shawn Bengtson
	Title:	 	Vice President, Investment
		
	By:	 	 /s/ Dean Holdsworth

	Name:	 	Dean Holdsworth
	Title:	 	Director, Mortgage Loan & RE



  
 [Signature Page Fourth
Supplement to Note Agreement] 













 INFORMATION RELATING TO
PURCHASERS 
 Intentionally left blank. 

  
 SCHEDULE A

 (to Fourth Supplement to Note Purchase Agreement) 













 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
  
 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















							
	 Name
	  	 Jurisdiction
	  	 Percentage Owned by

the Company
	  	 Directors and Senior

Officers

	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

 
 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-5.4-2 














							
	 Name
	  	 Jurisdiction
	  	 Percentage Owned by

the Company
	  	 Directors and Senior

Officers

				
	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
  

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-5.4-3 














							
	 Name
	  	 Jurisdiction
	  	 Percentage Owned by

the Company
	  	 Directors and Senior

Officers

	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
  

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-5.4-4 














							
	 Name
	  	 Jurisdiction
	  	 Percentage Owned by

the Company
	  	 Directors and Senior

Officers

	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

 
 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-5.4-5 














							
	 Name
	  	 Jurisdiction
	  	 Percentage Owned by

the Company
	  	 Directors and Senior

Officers

	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
  

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-5.4-6 














							
	 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



  
 S-5.4-7 













 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 June 30, 2017 














 Schedule 5.15 

Indebtedness 
  

	 	1.	 The Company is obligated to make certain loan principal and interest payments pursuant to the Credit Agreement,
dated as of February 19, 2015, among the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A, as administrative agent, as amended by that certain First Amendment dated as of June 27, 2017. 



 

	 	a.	 Principal Amount Outstanding: $125,000,000 



 

	 	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. 



 

	 	2.	 The Company is obligated to make certain loan principal and interest payments pursuant to the Credit Agreement,
dated as of February 23, 2017, among the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A, as administrative agent, as amended by that certain First Amendment dated as of June 27, 2017. 



 

	 	a.	 Principal Amount Outstanding: $105,000,000 



 

	 	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. 



 

	 	3.	 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. 



 

	 	a.	 Principal Amount Outstanding: $271,000,000 



 

	 	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.



  

	 	4.	 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, and that certain Third Supplement dated as of September 20, 2017 and the outstanding notes issued thereunder. 















	 	a.	 Principal Amount Outstanding: $695,499,999.95 



 

	 	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. 



 

	 	5.	 The Company has certain obligations with respect to (i) that certain Commercial Surety General Indemnity
Agreements, dated as of August, 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. 



 

	 	6.	 Second Amended and Restated Credit Agreement, dated as of June 8, 2017, among LDC Holdings LLC, as the
borrower, the several banks and other financial institutions or entities from time to time parties thereto as lenders, PNC Bank, National Association, MUFG Union Bank, N.A. and Wells Fargo Bank, National Association, as syndication agents and
JPMorgan Chase Bank, N.A., as administrative agent. 


  

	 	7.	 Amended and Restated Limited Liability Company Agreement of the Company, dated as of January 27, 2010, as
amended by the First Amendment to the Amended Restated Limited Liability Company Agreement of PNG Companies LLC, dated as of August 10, 2011. 



  
 S-5.15-2 













 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	 	 	$	448,00.00	 	 	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
		 		 		 		 				 				 	  
	  
	 	 		 	
	 Total
	 		 		 		 				 				 	$	3,586,462.00	 	 		 	
		 		 		 		 				 				 	  
	  
	 	 		 	


  
 S-5.15-3 













 Appendix B 

 

											
	 Peoples Natural Gas Company LLC
	  	 	 	  	 As of

9/30/2017
	  	 
	 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


  
 S-5.15-4 














											
	 CMS0268601
	  	Peoples Natural Gas Company LLC	  	$	1,000.00	 	  	Street Opening Bond	  	Borough of McKeesport, PA
	 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


  
 S-5.15-5 














											
		  		  				  		  	
	 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	 	  		  	
		  		  	  
	  
	 	  		  	
	 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-5.15-6 














											
	 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-5.15-7 














											
	 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


  
 S-5.15-8 














											
	 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
	 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


  
 S-5.15-9 














											
		  		  				  		  	
	 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	 	  		  	
		  		  	  
	  
	 	  		  	
	 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


  
 S-5.15-10 














											
	 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
	 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-5.15-11 













 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 Execution Date and 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-C 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 Fourth 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
Fourth 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 Fourth 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. The Company, through its lead agents, MUFG Securities Americas Inc. and JPMorgan
Securities LLC, has delivered to each Purchaser a copy of a Private Placement Memorandum, dated October 2017 (the “Memorandum”), relating to the transactions contemplated by the Fourth Supplement. The Memorandum fairly describes, in
all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. This Agreement, the Memorandum and the documents, certificates or other writings delivered to the Purchasers and the financial
statements listed in Schedule 5.5 to the Fourth Supplement, delivered to the Purchasers by or on behalf of the Company (this Agreement, the Memorandum and such documents, certificates or other writings, the Fourth Supplement and such financial
statements delivered to each Purchaser prior to October 13, 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. 

  
 EXHIBIT A

 (to Fourth Supplement to Note Purchase Agreement) 













 Section 5.4 Organization and Ownership of Shares of
Subsidiaries. (a) Schedule 5.4 to the Fourth 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. 

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 Fourth 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-C 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 and not more than 65 other Institutional Investors of the type described in clause (c) of the definition thereof, each of which has been offered the Series 2017-C Notes at a private sale for
investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2017-C Notes 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. The Company will apply the proceeds of the sale of the
Series 2017-C Notes to the repayment of indebtedness and other general limited liability company purposes. No part of the proceeds from the sale of the Series 2017-C
Notes 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 

  
 E-A-2 













 
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. 

Section 5.15 Existing Debt; Future Liens. 

(a) Except as described therein, Schedule 5.15 to the Fourth Supplement sets forth a complete and correct list of all
outstanding Indebtedness of the Company and its Subsidiaries as of November 8, 2017 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee Obligations relating thereto,
if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. 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 Fourth 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 is subject to regulation under federal or state law as a public utility except that (i) Peoples is
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, a Kentucky corporation, 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 and its Subsidiaries have each 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. 

  
 E-A-3 













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

  
 E-A-4 













 FORM OF SERIES
2017-C NOTE, TRANCHE 1 
 PNG COMPANIES LLC 

2.90% Series 2017-C Senior Secured Note, Tranche 1, due December 18, 2022 

 

			
	No. R2017-C-1-_______	  	December 18, 2017
	$__________	  	PPN 73020* AJ2

 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 18, 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 2.90% per annum from the date hereof, payable semiannually, on the 18th day of June and December in each year, commencing with the
June 18 or December 18 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) 4.90% 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-C Senior Secured Notes, Tranche 1 (herein called the
“Notes”) issued pursuant to the Fourth Supplement dated as of November 9, 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


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













 
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. 

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 not subject to regularly scheduled prepayments of principal.
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 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-C NOTE, TRANCHE 2 
 PNG COMPANIES LLC 

3.38% Series 2017-C Senior Secured Note, Tranche 2, due December 18, 2027 

 

			
	No. R2017-C-2-_______	  	December 18, 2017
	$__________	  	PPN 73020* AK9

 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 18, 2027, 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 3.38% per annum from the date hereof, payable semiannually, on the 18th day of June and December in each year, commencing with the
June 18 or December 18 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) 5.38% 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-C Senior Secured Notes, Tranche 2 (herein called the
“Notes”) issued pursuant to the Fourth Supplement dated as of November 9, 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 Fourth 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 not
subject to regularly scheduled prepayments of principal. 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 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-C NOTE, TRANCHE 3 
 PNG COMPANIES LLC 

3.63% Series 2017-C Senior Secured Note, Tranche 3, due December 18, 2032 

 

			
	No. R2017-C-3-_______	  	December 18, 2017
	$__________	  	PPN 73020* AL7

 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 18, 2032, 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 3.63% per annum from the date hereof, payable semiannually, on the 18th day of June and December in each year, commencing with the
June 18 or December 18 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) 5.63% 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-C Senior Secured Notes, Tranche 3 (herein called the
“Notes”) issued pursuant to the Fourth Supplement dated as of November 9, 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 Fourth 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 not
subject to regularly scheduled prepayments of principal. 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 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 OPINION OF
SPECIAL COUNSEL 
 TO THE COMPANY 

To be provided to the Purchasers only. 
  

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