EX-10.1.3





 Exhibit 10.1.3 

EXECUTION VERSION 
 PNG
COMPANIES LLC 
  
  

THIRD AMENDMENT 
 Dated as of
November 9, 2017 
 to 

NOTE PURCHASE AGREEMENT 
 Dated as
of February 26, 2010 
 As Amended by the 

FIRST AMENDMENT 
 Dated as of
August 10, 2011 
 And 

SECOND AMENDMENT 
 Dated as of
August 22, 2013 
  
  

Re: $181,000,000 5.53% Series 2010-A Senior Secured Notes, Tranche 3, 

due February 26, 2020 

$150,000,000 2.43% Series 2013-A Senior Secured Notes, 

Tranche 1, due December 19, 2017 

$150,000,000 4.10% Series 2013-A Senior Secured Notes, 

Tranche 2, due December 19, 2023 

$114,000,000 4.25% Series 2013-A Senior Secured Notes, 

Tranche 3, due December 19, 2025 

$50,000,000 3.58% Series 2017-A Senior Secured Notes 

due July 14, 2024 

$50,499,999.95 4.26% Series 2017-B Senior Secured Notes 

due December 20, 2031 












 THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT 

THIS THIRD AMENDMENT dated as of November 9, 2017 (this “Amendment”) to the
Note Purchase Agreement dated as of February 26, 2010 is between PNG COMPANIES LLC, a Delaware limited liability company (the “Company”), and each of the institutions which is named on the signature pages to this
Amendment (collectively, the “Noteholders”). 
 RECITALS: 

A. The Company and each of the Noteholders have heretofore entered into that certain Note Purchase Agreement dated as of February 26,
2010 (as amended by the First Amendment to Note Purchase Agreement dated as of August 10, 2011, the 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 Second Supplement to the Note Purchase Agreement dated as of July 14, 2017 and that certain Third Supplement to the Note Purchase Agreement dated as of September 20, 2017, the “Note
Purchase Agreement”). 
 B. The Company has heretofore issued (1) $181,000,000 aggregate principal amount of its 5.53% Series 2010-A Senior Secured Notes, Tranche 3, due February 26, 2020 (the “Series 2010-A Notes”), (2)(i) $150,000,000 aggregate principal amount of its
2.43% Series 2013-A Senior Secured Notes, Tranche 1, due December 19, 2017 (the “Series 2013-A Tranche 1 Notes”), (ii) $150,000,000 aggregate
principal amount of its 4.10% Series 2013-A Senior Secured Notes, Tranche 2, due December 19, 2023 (the “Series 2013-A Tranche 2 Notes”) and
(iii) $114,000,000 aggregate principal amount of its 4.25% Series 2013-A Senior Secured Notes, Tranche 3, due December 19, 2025 (the “Series 2013-A
Tranche 3 Notes”, together with the Series 2013-A Tranche 1 Notes and the Series 2013-A Tranche 2 Notes, collectively, the “Series 2013-A Notes”), (3) $50,000,000 aggregate principal amount of its 3.58% Series 2017-A Senior Secured Notes, due July 14, 2024 (the “Series 2017-A Notes”), and (4) $50,499,999.95 aggregate principal amount of its 4.26% Series 2017-B Senior Secured Notes, due December 20, 2031 (the “Series 2017-B Notes” said Series 2017-B Notes together with the Series 2010-A Notes, Series
2013-A Notes and Series 2017-A Notes are hereinafter referred to collectively as the “Notes”) pursuant to the Note Purchase Agreement. The Noteholders
are the holders of 100% of the outstanding principal amount of the Notes. 
 C. The Company and the Noteholders now desire to amend the Note
Purchase Agreement in the respects, but only in the respects, hereinafter set forth. 
 D. Capitalized terms used herein shall have the
respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require. 
 E. All
requirements of law have been fully complied with and all other acts and things necessary to make this Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed. 

 












 NOW, THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this Amendment set forth in Section 3 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do
hereby agree as follows: 
 SECTION 1. AMENDMENTS. 

Section 1.1 Section 2.2(c)(5) of the Note Purchase Agreement shall be amended and restated in its entirety to
read as follows: 
 (5) immediately after giving effect to the issuance of such Additional Notes, the Notes (including such
Additional 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 such Additional Notes) have at least the same rating as the Notes were rated immediately prior to such issuance by such Rating Agency and each
holder of Notes shall have received evidence thereof. 
 Section 1.2 Section 5.16 of the Note Purchase
Agreement shall be amended and restated in its entirety to read as follows: 
 Section 5.16 Foreign Assets Control
Regulations, Etc. 
 (a) Neither the Company nor any Controlled Entity (i) is a Blocked Person, (ii) has been
notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the United Nations, Canada or the European Union. 

(b) Neither the Company nor any Controlled Entity (i) has violated, been found in violation of, or been charged or
convicted under, any applicable U.S. Economic Sanctions Laws, Canadian Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s knowledge, is under investigation by any Governmental Authority for
possible violation of any U.S. Economic Sanctions Laws, Canadian Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws. 

(c) No part of the proceeds from the sale of the Notes hereunder: 

(1) constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or
any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic
Sanctions Laws, Canadian Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws or Canadian Economic Sanctions Laws; 

(2) will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable
Anti-Money Laundering Laws; or 

  
 2 













 (3) will be used, directly or indirectly, for the purpose of making any
improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in
violation of, any applicable Anti-Corruption Laws. 
 (d) The Company has established procedures and controls which it
reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Canadian Economic Sanctions
Laws, Anti-Money Laundering Laws and Anti-Corruption Laws. 
 Section 1.3 Section 8.7(h) of the Note Purchase
Agreement shall be amended and restated in its entirety to read as follows: 
 “Change of Control” shall
mean (1) the Sponsor and its Affiliates shall cease to directly or indirectly own and control 51% of the economic and voting interests in the Company or (2) the Company shall cease to directly own and control 100% of the economic and
voting interests in Peoples and each Equitable Company other than the Immaterial PNG Subsidiaries (but only to the extent such Equitable Company has not merged with and into Peoples); provided, that the event specified in clause (1) above shall
not constitute a “Change of Control” if subsequent to the announcement of the event giving rise to (1) and prior to the occurrence of such event the Notes have an Investment Grade Rating from at least two Rating Agencies and each
holder of Notes shall have received evidence thereof.  
 Section 1.4 Section 9.11 of the Note
Purchase Agreement shall be amended and restated in its entirety to read as follows: 
 Section 9.11
Maintenance of Ratings. The Company shall continue to use commercially reasonable efforts to (a) maintain a rating of the Notes by at least two Rating Agencies and (b) cause each such rating of the Notes to identify each Series and
tranche of Notes by maturity date and CUSIP; provided that no on-going minimum rating shall be required. 

Section 1.5 Section 10.3 of the Note Purchase Agreement shall be amended and restated in its entirety to read
as follows: 
 Section 10.3 Limitation on Debt. The Company will not, at any time, permit
Subsidiary Debt (including Indebtedness of a Subsidiary under any HGI Facility) to exceed an amount equal to 20% of Consolidated Total Net Worth as of the end of the then most recently ended fiscal quarter of the Company; provided that in no event
shall the amount of Subsidiary Debt permitted pursuant to this Section 10.3 at any time exceed the amount of Subsidiary Debt then permitted to be outstanding under the Credit Agreement (without giving effect to any amendment or waiver thereof
entered into after the occurrence and during the continuance of a Default or Event of Default). The Company will not at any time, permit the incurrence of any Indebtedness unless (i) the Consolidated Debt to Capitalization Ratio as of the most
recently ended fiscal quarter prior to the incurrence of such Indebtedness, calculated on a pro forma basis, after giving effect to such incurrence as if such incurrence had occurred on the first day of such fiscal


  
 3 













 
quarter, shall be no greater than 0.60 to 1.00, (ii) immediately before and immediately after giving effect to the incurrence of such Indebtedness and the use of the proceeds thereof, no Default
or Event of Default shall have occurred and be continuing and (iii) solely in connection with any Indebtedness used to refinance a portion (but less than all) of the Notes, such Indebtedness shall not have terms, other than pricing, more
favorable to the providers of such Indebtedness than the terms of this Agreement unless consented to by the Required Holders. 

Section 1.6 Section 10.15 of the Note Purchase Agreement shall be amended and restated in its entirety to read
as follows: 
 Section 10.15. Economic Sanctions, Etc. The Company will not, and will not
permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction
(including any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder or any affiliate of such holder to be in violation of, or subject to
sanctions under, any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws or Canadian Economic Sanctions Laws. 

Section 1.7 Schedule B to the Note Purchase Agreement is hereby amended by adding or amending and restating, as
applicable, in the correct alphabetical order the following definitions: 
 “Anti-Corruption Laws” shall
mean any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010. 

“Anti-Money Laundering Laws” shall mean any law or regulation in a U.S. or any
non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of
1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act. 
 “Blocked Person” shall mean
(a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Canadian Blocked Person, (c) a Person, entity, organization, country or regime that is blocked or a target of
sanctions that have been imposed under U.S. Economic Sanctions Laws or Canadian Economic Sanctions Laws or (d) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf
of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a), (b) or (c). 

  
 4 













 “Canadian Blocked Person” shall mean (i) a
“terrorist group” as defined for the purposes of Part II.1 of the Criminal Code (Canada), as amended or (ii) a Person identified in or pursuant to (x) Part II.1 of the Criminal Code (Canada), as amended or (y) regulations or
orders promulgated pursuant to the Special Economic Measures Act (Canada), as amended, the United Nations Act (Canada), as amended, or the Freezing Assets of Corrupt Foreign Officials Act (Canada), as amended, in any case pursuant to this clause
(ii) as a Person in respect of whose property or benefit a holder of Notes would be prohibited from entering into or facilitating a related financial transaction. 

“Canadian Economic Sanctions Laws” shall mean those laws, including enabling legislation, orders-in-council or other regulations administered and enforced by Canada or a political subdivision of Canada pursuant to which economic sanctions have been imposed on any
Person, entity, organization, country or regime, including Part II.1 of the Criminal Code (Canada), as amended, the Special Economic Measures Act (Canada), as amended, the United Nations Act (Canada), as amended, the Export and Import Permits Act
(Canada), as amended, and the Freezing Assets of Corrupt Foreign Officials Act (Canada), as amended, and including all regulations promulgated under any of the foregoing, or any other similar sanctions program or action. 

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling” shall have meanings correlative to the foregoing. 

“Controlled Entity” shall mean (a) any of the Subsidiaries of the Company and any of their or the
Company’s respective Controlled Affiliates and (b) if the Company has a parent company, such parent company and its Controlled Affiliates. 

“EQT Acquisition” shall mean the acquisition by the Company of all of the stock of the Equitable Companies
pursuant to the EQT Acquisition Documentation. 
 “EQT Acquisition Documentation” shall mean the Master
Purchase Agreement dated as of December 19, 2012 among the Company, EQT Corporation and Distribution Holdco, LLC and the Asset Exchange Agreement dated as of December 19, 2012 between the Company and EQT Corporation and all schedules,
exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith. 

“Equitable Companies” shall mean Equitable Gas Company, LLC and Equitable Homeworks, LLC; provided that
after the effectiveness of the EQT Acquisition, the assets and liabilities of the referenced entities may be transferred among such entities and several other wholly-owned Subsidiaries of the Company, in which case, “Equitable Companies”
shall mean all such entities. 
 “Governmental Authority” shall mean 

(a) the government of 

(1) the United States of America, Canada, any State or province or other political subdivision thereof, or 

  
 5 













 (2) any other jurisdiction in which the Company or any Subsidiary conducts
all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or 

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any
such government. 
 “Immaterial PNG Subsidiaries” shall mean (a) Peoples Gas KY LLC, a Kentucky limited
liability company, (but only if it holds no assets or substantially all of its assets consist of the jurisdictional assets located in Kentucky which were acquired in connection with the EQT Acquisition), (b) Peoples Gas WV LLC, a West Virginia
limited liability company, (but only if it holds no assets or substantially all of its assets consist of the jurisdictional assets located in West Virginia which were acquired in connection with the EQT Acquisition), (c) Equitable Homeworks,
LLC (but only if such entity does not acquire additional material assets after the consummation of the EQT Acquisition), (d) PNG Gathering LLC, a Delaware limited liability company, (but only if it holds no assets or substantially all of its
assets consist of the jurisdictional assets located in Pennsylvania which were acquired in connection with the EQT Acquisition and solely relate to the Goodwin and Tombaugh gathering systems), (e) Peoples Midstream Holdings, LLC, a Pennsylvania
limited liability company, (but only if it holds no assets), and (f) Peoples Homeworks LLC, a Delaware limited liability company, (but only if it holds no assets or substantially all of its assets consist of the assets of Equitable Homeworks,
LLC, to the extent Equitable Homeworks, LLC, would constitute an Immaterial PNG Subsidiary pursuant to clause (c) above). 

“OFAC” shall mean the Office of Foreign Assets Control of the United States Department of the Treasury. 

“S&P” shall mean S&P Global Ratings, a division of S&P Global, Inc. 

“State Sanctions List” shall mean a list that is adopted by any state Governmental Authority within the United
States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws. 

“U.S. Economic Sanctions Laws” shall mean those laws, executive orders, enabling legislation or regulations
administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act,
the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program. 

Section 1.8 Clause (h) in the definition of Permitted Acquisition in Schedule B to the Note Purchase Agreement
is hereby amended and restated in its entirety to read as follows: 

  
 6 













 (h) after the announcement of the
Add-On Acquisition and prior to the completion of the Add-On Acquisition, the Notes will have at least an Investment Grade Rating from two Rating Agencies and each
holder of Notes shall have received evidence thereof; provided that in the event that, prior, to the announcement of such Add-On Acquisition, any Rating Agency does not have an Investment Grade Rating on the
Notes, this condition shall be met in the event the Notes have at least the same rating as the Notes were rated immediately prior to such announcement by such Rating Agency and each holder of Notes shall have received evidence thereof; 

Section 1.9 Schedule B to the Note Purchase Agreement is hereby amended by deleting the following definitions: 

CISADA 

OFAC Listed Person 

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 

In order to induce the Noteholders to execute and deliver this Amendment (which representations shall survive the execution and delivery of
this Amendment), the Company represents and warrants to the Noteholders that: 
 (a) this Amendment has been duly authorized,
executed and delivered by it and this Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; 

(b) the execution, delivery and performance by the Company of this Amendment and performance by the Company of the terms of the
Note Purchase Agreement, as amended by this Amendment, (i) have been duly authorized by all requisite company action and, if required, member action, (ii) do not require the consent or approval of any governmental or regulatory body or
agency, except consents or approvals (A) described in Schedule 5.7 to the Note Purchase Agreement, which have been obtained or made, are in full force and effect and are not subject to appeal or any condition which has not been satisfied or
(B) the failure of which to obtain could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation applicable
to the Company or its organizational documents, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it or (3) any provision of any indenture, agreement or other instrument to which it
is a party or by which its properties or assets are or may be bound or (B) result in a breach of, or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in
clause (iii)(A)(3) of this Section 2(b); and 
 (c) no Default or Event of Default has occurred and is continuing. 

  
 7 













 SECTION 3. CONDITIONS TO EFFECTIVENESS OF
THIS AMENDMENT. 
 Upon satisfaction of each of the following conditions, this Third Amendment shall become
effective on and as of November 9, 2017: 
 (a) executed counterparts of this Amendment, duly executed by the Company
and the holders of the Notes under the Note Purchase Agreement, shall have been delivered to the Noteholders; 
 (b) the
representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and 

(c) the Company shall have paid the reasonable fees and expenses of Schiff Hardin LLP, special counsel to the Noteholders, in
connection with the negotiation, preparation, approval, execution and delivery of this Amendment. 
 SECTION 4. MISCELLANEOUS. 

Section 4.1 This Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and
except as expressly amended by this Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement, the Notes and each Security Document are hereby ratified and shall be and remain in full force and effect. On and after the
date hereof each reference in the Note Purchase Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Note Purchase Agreement, and each reference in each of the Security Documents
or Notes to “the Note Purchase Agreement,” “thereunder,” “thereof” or words of like import referring to the Note Purchase Agreement, shall mean and be a reference to the Note Purchase Agreement as amended by this
Amendment. 
 Section 4.2 The descriptive headings of the various Sections or parts of this Amendment are for
convenience only and shall not affect the meaning or construction of any of the provisions hereof. 
 Section 4.3
This Amendment shall be governed by and construed in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding
choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. 

* * * * * * * * * 
 [Remainder of
page intentionally left blank.] 

  
 8 













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

 

			
	 PNG COMPANIES LLC

		
	By:	 	 /s/ Preston Poljak

		 	 Name: Preston Poljak

		 	 Title: Senior Vice President and Chief Financial Officer



 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	 PRUDENTIAL LEGACY INSURANCE
COMPANY OF NEW JERSEY

		
	 By:
	 	 PGIM, Inc., as investment manager

	  
 By:
	 	  
 /s/ BL

		 	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/ BL

		 	Vice President
	
	 THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA

	  
 By:
	 	  
 /s/ BL

		 	Vice President


 SIGNATURE PAGE TO THIRD
AMENDMENT 












 
			
	 METROPOLITAN LIFE INSURANCE COMPANY

 
 GENERAL AMERICAN LIFE
INSURANCE COMPANY

		
	 By:
	 	Metropolitan Life Insurance Company, its Investment Manager
	  
 By:
	 	  
 /s/ John A. Wills

	 Name:
	 	John A. Wills
	 Title:
	 	Senior Vice President and Managing Director
	
	 BRIGHTHOUSE LIFE INSURANCE
COMPANY OF NY

		
	 By:
	 	MetLife Investment Advisors, LLC, Its Investment Manager
	  
 By:
	 	  
 /s/ C. Scott Inglis

	 Name:
	 	C. Scott Inglis
	 Title:
	 	Senior Vice President and Managing Director


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	 VOYA INSURANCE AND ANNUITY
COMPANY (f/k/a ING USA Annuity and Life Insurance Company)
 VOYA
RETIREMENT INSURANCE AND ANNUITY COMPANY (f/k/a ING Life 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/ Fitzhugh L. Wickham
III

	 Name:
	 	 Fitzhugh L. Wickham III

	 Title:
	 	Vice President


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	 THE NORTHWESTERN MUTUAL
LIFE INSURANCE COMPANY

	  
 By:
	 	  
 /s/ Howard Stern

	 Name:
	 	Howard Stern
	 Title
	 	Managing Director


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	BANNER LIFE INSURANCE COMPANY
	 By:
	 	Barings LLC as its Investment Adviser
	  
 By:
	 	  
 /s/ John B. Wheeler

	 Name:
	 	John B. Wheeler
	 Its:
	 	Managing Director
	
	 MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY

	 By:
	 	Barings LLC as its Investment Adviser
	  
 By:
	 	  
 /s/ John B. Wheeler

	 Name:
	 	John B. Wheeler
	 Its:
	 	Managing Director
	
	C.M. LIFE INSURANCE COMPANY
	 By:
	 	Barings LLC as its Investment Adviser
	  
 By:
	 	  
 /s/ John B. Wheeler

	 Name:
	 	John B. Wheeler
	 Its:
	 	Managing Director
	
	MASSMUTUAL ASIA LIMITED
	 By:
	 	Barings LLC as Investment Adviser
	  
 By:
	 	  
 /s/ John B. Wheeler

	 Name:
	 	John B. Wheeler
	 Its:
	 	Managing Director


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	PACIFIC LIFE INSURANCE COMPANY
	  
 By:
	 	  
 /s/ Violet Osterberg

	 Name:
	 	Violet Osterberg
	 Title:
	 	Assistant Vice Presesident
	  
 By:
	 	  
 /s/ Matthew A. Levene

	 Name:
	 	Matthew A. Levene
	 Title: 
	 	Assistant Secretary


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	 THRIVENT FINANCIAL FOR LUTHERANS

	  
 By:
	 	  
 /s/ Christopher Patton

	 Name:
	 	 Christopher Patton 

	 Title:
	 	Managing Director


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	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

	 Name:
	 	Elena S. Unger
	 Title:
	 	Vice President
	
	THE PRUDENTIAL ASSURANCE COMPANY LIMITED 
	 By:
	 	PPM America Inc., as attorney in fact, on behalf of The Prudential Assurance Company Limited
	  
 By:
	 	  
 /s/ Elena S. Unger

	 Name:
	 	Elena S. Unger
	 Title:
	 	Vice President


 SIGNATURE PAGE TO THIRD
AMENDMENT 












 
			
	THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
		
	By:	 	 /s/ Gwendolyn S. Foster

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

	Name:	 	Gwendolyn S. Foster
	Title:	 	Senior Director


 SIGNATURE PAGE TO THIRD
AMENDMENT 












 
			
	AXA EQUITABLE LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Amy Judd

	Name:	 	Amy Judd
	Title:	 	Investment Officer


 SIGNATURE PAGE TO THIRD
AMENDMENT 












 
			
	BAND & CO. AS NOMINEE FOR GERBER LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Steven Trager

	Name:	 	Steven Trager
	Title:	 	VP / Account Manager
		 	ITFC Client Services


 SIGNATURE PAGE TO THIRD
AMENDMENT 












 
			
	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


 SIGNATURE PAGE TO THIRD
AMENDMENT 












 
			
	NATIONWIDE MUTUAL INSURANCE COMPANY
		
	By:	 	 /s/ Mary Beth Cadle

	Name:	 	Mary Beth Cadle
	Title:	 	Authorized Signatory


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	 KNIGHTS OF COLUMBUS

		
	 By:
	 	 /s/ Gilles Marchand

	 Name: 
	 	Gilles Marchand
	 Title: 
	 	VP, Credit Portfolio Manager


 SIGNATURE
PAGE TO THIRD AMENDMENT 













			
	 UNUM LIFE INSURANCE
COMPANY OF AMERICA

	 By:
	 	 Provident Investment Management, LLC

	 Its:
	 	 Agent

	  
 By:
	 	  
 /s/ Ben Vance

	 Name: 
	 	Ben Vance
	 Title: 
	 	Vice President, Senior Managing Director
	
	PROVIDENT LIFE AND CASUALTY INSURANCE COMPANY
	 By:
	 	 Provident Investment Management, LLC

	 Its:
	 	 Agent

	  
 By:
	 	  
 /s/ Ben Vance

	 Name: 
	 	Ben Vance
	 Title: 
	 	Vice President, Senior Managing Director


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	
HARTFORD LIFE AND ACCIDENT INSURANCE 
COMPANY
 HARTFORD LIFE INSURANCE
COMPANY



 
			
	By:	 	 Hartford Investment Management Company,

Their Agent and Attorney-in-Fact

		
	By:	 	 /s/ DAWN BRUNEAU

	Name:	 	DAWN BRUNEAU
	Title:	 	VICE PRESIDENT


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	AMERICAN UNITED LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Michael I. Bullock

	Name:	 	Michael I. Bullock
	Title:	 	Vice President, Private Placements
	
	THE STATE LIFE INSURANCE COMPANY
	By:	 	American United Life Insurance Company
	Its:	 	Agent
		
	By:	 	 /s/ Michael I. Bullock

	Name:	 	Michael I. Bullock
	Title:	 	Vice President, Private Placements
	
	UNITED FARM FAMILY LIFE INSURANCE COMPANY
	By:	 	American United Life Insurance Company
	Its:	 	Agent
		
	By:	 	 /s/ Michael I. Bullock

	Name:	 	Michael I. Bullock
	Title:	 	Vice President, Private Placements


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	PRINCIPAL LIFE INSURANCE COMPANY
		
	By:	 	 Principal Global Investors, LLC
 a Delaware
limited liability company,
 its authorized signatory

		
	By:	 	 /s/ Colin Pennycooke

		 	Colin Pennycooke, Counsel
		
	By:	 	 /s/ Eldwin A. Nichols

		 	Eldwin A. Nichols
		 	Counsel
	
	PRINCIPAL LIFE INSURANCE COMPANY, ON BEHALF OF ONE OR MORE
SEPARATE ACCOUNTS
		
	By:	 	 Principal Global Investors, LLC
 a Delaware
limited liability company,
 its authorized signatory

		
	By:	 	 /s/ Colin Pennycooke

		 	Colin Pennycooke, Counsel
		
	By:	 	 /s/ Eldwin A. Nichols

		 	Eldwin A. Nichols
		 	Counsel


 SIGNATURE PAGE TO THIRD
AMENDMENT 












 Accepted and Agreed to: 

 

			
	 BANKERS LIFE AND CASUALTY COMPANY

WASHINGTON NATIONAL INSURANCE COMPANY

COLONIAL PENN LIFE INSURANCE COMPANY

	 By:
	 	40|86 Advisors, Inc., Acting as Investment Advisor
	  
 By:
	 	  
 /s/ Jesse E. Horsfall

	 Name: 
	 	Jesse E. Horsfall
	 Title:
	 	SVP


 SIGNATURE PAGE
TO THIRD AMENDMENT 













			
	LIFE INSURANCE COMPANY OF THE SOUTHWEST
		
	By:	 	 /s/ Andrew Ebersole

	Name:	 	 Andrew Ebersole 

	Title:	 	Head of Private Placements
		 	Sentinel Asset Management, Inc.


 SIGNATURE PAGE TO THIRD
AMENDMENT 

  














			
	 THE PHOENIX INSURANCE
COMPANY

		
	 By:
	 	 /s/ Michael P. Kroening

	 Name:
	 	Michael P. Kroening
	 Title:
	 	Senior Vice President


 SIGNATURE
PAGE TO THIRD AMENDMENT 













			
	PROTECTIVE LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Philip E. Passafiume

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


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	 SUN LIFE ASSURANCE COMPANY OF
CANADA,
 ACTING THROUGH ITS U.S. BRANCH

		
	By:	 	 /s/ Usman Bajwa

	Name:	 	Usman Bajwa
	Title:	 	Senior Director
		 	Private Fixed Income
		
	By:	 	 /s/ Stephen Kicinski

	Name:	 	Stephen Kicinski
	Title:	 	Senior Managing Director
		 	Private Fixed Income


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	UNITED OF OMAHA LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Lee R. Martin

		 	Lee R. Martin
		 	Vice President


  

			
	UNITED WORLD LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Lee R. Martin

		 	Lee R. Martin
		 	An Authorized Signer


  

			
	MUTUAL OF OMAHA INSURANCE COMPANY
		
	By:	 	 /s/ Lee R. Martin

		 	Lee R. Martin
		 	Vice President


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	 SOUTHERN FARM BUREAU LIFE
INSURANCE COMPANY

		
	By:	 	 /s/ David Divine

	Name:	 	David Divine
	Title:	 	Senior Portfolio Manager


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	 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
COMPANY 

		
	By:	 	 /s/ Jessica L. Maizel

	Name:	 	Jessica L. Maizel
	Title:	 	Corporate Vice President


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	 GREAT-WEST LIFE &
ANNUITY INSURANCE COMPANY

		
	By:	 	 /s/ Eve Hampton

	Name:	 	Eve Hampton
	Title:	 	Vice President, Investments


  

			
	By:	 	 /s/ Tad Anderson

	Name:	 	Tad Anderson
	Title:	 	Assistant Vice President, Investments


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	 PRIMERICA LIFE INSURANCE
COMPANY

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

	Name:	 	Samuel Otchere
	Title:	 	Director


  

			
	 SENIOR HEALTH INSURANCE
COMPANY OF PENNSYLVANIA

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

	Name:	 	Samuel Otchere
	Title:	 	Director


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	 CMFG LIFE INSURANCE COMPANY
 (f/k/a
CUNA Mutual Insurance Society)

	By:	 	 MEMBERS Capital Advisors, Inc.
 acting as
Investment Advisor

		
	By:	 	 /s/ Anne M. Finucane

	Name:	 	Anne M. Finucane
	Title:	 	Managing Director, Investments


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	UNITEDHEALTHCARE INSURANCE COMPANY WESTERN FRATERNAL LIFE ASSOCIATION
	By:	 	Advantus Capital Management, Inc.
		
	By:	 	 /s/ Theodore R. Hoxmeler

	Name:	 	Theodore R. Hoxmeler
	Title:	 	Vice President


 SIGNATURE PAGE TO THIRD
AMENDMENT 













			
	WILCO LIFE INSURANCE COMPANY
	By:	 	Guggenheim Partners Investment Management, LLC, as Advisor
		
	By:	 	 /s/ Kevin M. Robinson

	Name:	 	Kevin M. Robinson
	Title:	 	Attorney-in-Fact


 SIGNATURE PAGE TO THIRD
AMENDMENT