EXHIBIT 2.9
FIRST AMENDMENTTO NOTE PURCHASE AGREEMENT
THIS FIRST AMENDMENT dated as of February 12, 2013 (the or this“Amendment”)to the Note Purchase and Guarantee Agreement (as defined below) is among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the“Company”),CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the“Parent Guarantor” and, together with the Company, the“Obligors”),and each of the institutions set forth on the signature pages to this Amendment (collectively, the“Noteholders”).
RECITALS:
A. The Obligors and each of the Noteholders have heretofore entered into the Note Purchase and Guarantee Agreement dated as of December 27, 2012 (the“Note Purchase Agreement”), pursuant to which the Company issued (i) U.S.$150,000,000 aggregate principal amount of its 4.15% Senior Notes, Series A, due December 27, 2017, (ii) U.S.$225,000,000 aggregate principal amount of its 4.57% Senior Notes, Series B, due December 27, 2019, (iii) U.S.$275,000,000 aggregate principal amount of its 5.15% Senior Notes, Series C, due December 27, 2022, and U.S.$150,000,000 aggregate principal amount of its 5.30% Senior Notes, Series D, due December 27, 2024.
B. The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.
C. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.
D. All requirements of law have been fully complied with and all other acts and things necessary to make this Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.
NOW, THEREFORE, the Obligors and the Noteholders, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, do hereby agree as follows:
SECTION 1. AMENDMENT.
The definition of “Priority Debt” in Schedule B of the Note Purchase Agreement shall be and is hereby amended in its entirety to read as follows:
“Priority Debt” means (without duplication), as of the date of any determination thereof, the sum of (i) all unsecured Indebtedness of Subsidiaries (other than the Company), including all of their Guaranties of Indebtedness of any Obligor, but excluding (v) Indebtedness owing to any Obligor or any other Subsidiary, (w) Indebtedness outstanding at the time such Person became a Subsidiary, provided that such Indebtedness has not been incurred in contemplation of such person becoming a Subsidiary, (x) the Subsidiary Guarantees and all Guaranties of Indebtedness of any
Obligor by any Subsidiary which has also guaranteed the Notes, (y) the undrawn portion of any Performance Letters of Credit and obligations with respect to all reimbursement agreements related thereto and (z) Indebtedness of any Subsidiary under any Credit Agreement which has also guaranteed the Notes, and (ii) all Indebtedness of any Obligor and their Subsidiaries secured by Liens other than Indebtedness secured by Liens permitted by subparagraphs (a) through (m), inclusive, of Section 10.6.
SECTION 2. REPRESENTATIONSAND WARRANTIESOFTHE OBLIGORS.
Section 2.1. To induce the Noteholders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), each Obligor 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 such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;
(b) the Note Purchase Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation, contract and agreement of such Obligor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;
(c) the execution, delivery and performance by such Obligor of this Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (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, including, without limitation, any Credit Agreement, or (B) result in a breach 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 thisSection 2.1(c);
(d) as of the date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing; and
(e) all of the representations and warranties contained in Section 5 of the Note Purchase Agreement are true and correct in all material respects with the same force and effect as if made by such Obligor on and as of the date hereof, except to the extent that such representations and warranties expressly relate solely to an earlier date or due solely as a result of actions taken by the Obligors in accordance with the covenants set forth in the Note Purchase Agreement.
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SECTION 3. CONDITIONSTO EFFECTIVENESSOFTHIS AMENDMENT.
Section 3.1.This Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Amendment, duly executed by the Obligors and the holders of not less than 51% of the outstanding principal of the Notes and consented to by the Subsidiary Guarantors shall have been delivered to the Noteholders;
(b) the representations and warranties of the Company set forth inSection 2 hereof are true and correct on and with respect to the date hereof;
(c) the Obligors shall have paid the fees and expenses of Chapman and Cutler LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Amendment.
Upon receipt of all of the foregoing, this Amendment shall become effective.
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 modified and expressly amended by this Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.
Section 4.2.Each Subsidiary Guarantor (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under its Subsidiary Guarantee, and (c) agrees that this Amendment and all documents delivered in connection herewith do not operate to reduce or discharge its obligations under the Note Purchase Agreement or its Subsidiary Guarantee.
Section 4.3.Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Note Purchase Agreement without making specific reference to this Amendment but nevertheless all such references shall include this Amendment unless the context otherwise requires.
Section 4.4.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 4.5.This Amendment shall be governed by and construed in accordance with New York law.
[Remainder of Page Intentionally Blank]
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The execution hereof by you shall constitute a contract among 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.
| Very truly yours, | ||
CHICAGO BRIDGE & IRON COMPANY (DELAWARE), as the Company | ||
| By | /s/ Ronald A. Ballschmiede | |
| Name: Ronald A. Ballschmiede | ||
| Title: Authorized Signatory | ||
| CHICAGO BRIDGE & IRON COMPANY N.V., as the Parent Guarantor | ||
| By: Chicago Bridge & Iron Company B.V., as its Managing Director | ||
| By | /s/ Ronald A. Ballschmiede | |
| Name: Ronald A. Ballschmiede | ||
| Title: Director | ||
[Signature Page to First Amendment]
| Consented to by the Subsidiary Guarantors: | ||
| CHICAGO BRIDGE & IRON COMPANY, a Delaware corporation | ||
| By: | /s/ Ronald A. Ballschmiede | |
| Name: Ronald A. Ballschmiede | ||
| Title: Authorized Signatory | ||
| CHICAGO BRIDGE & IRON COMPANY (DELAWARE) | ||
| By: | /s/ Ronald A. Ballschmiede | |
| Name: Ronald A. Ballschmiede | ||
| Title: Authorized Signatory | ||
| CB&I TYLER COMPANY | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
| CB&I INC. | ||
| By: | /s/ Ronald A. Ballschmiede | |
| Name: Ronald A. Ballschmiede | ||
| Title: Authorized Signatory | ||
| CHICAGO BRIDGE & IRON COMPANY, an Illinois corporation | ||
| By: | /s/ Ronald A. Ballschmiede | |
| Name: Ronald A. Ballschmiede | ||
| Title: Authorized Signatory | ||
[Signature Page to First Amendment]
| A&B BUILDERS, LTD. | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
| ASIA PACIFIC SUPPLY COMPANY | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
| CBI AMERICAS LTD. | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
| CSA TRADING COMPANY, LTD. | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
| CB&I WOODLANDS L.L.C. | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
| CB&I COMPANY LTD. | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
[Signature Page to First Amendment]
| CENTRAL TRADING COMPANY, LTD. | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
| CONSTRUCTORS INTERNATIONAL, L.L.C. | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
| HBI HOLDINGS, L.L.C. | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
| HOWE-BAKER INTERNATIONAL, L.L.C. | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
| HOWE-BAKER ENGINEERS, LTD. | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
[Signature Page to First Amendment]
| HOWE-BAKER HOLDINGS, L.L.C. | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
| HOWE-BAKER MANAGEMENT, L.L.C. | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
HOWE-BAKER INTERNATIONAL | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
| MATRIX ENGINEERING, LTD. | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
| MATRIX MANAGEMENT SERVICES, L.L.C. | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
| OCEANIC CONTRACTORS, INC. | ||
| By: | /s/ Luciano Reyes | |
| Name: Luciano Reyes | ||
| Title: Treasurer | ||
[Signature Page to First Amendment]
| CBI VENEZOLANA, S.A. | ||
| By: | /s/ Kenneth L. Schmidt | |
| Name: Kenneth L. Schmidt | ||
| Title: President | ||
| CBI MONTAJES DE CHILE LIMITADA | ||
| By: | /s/ Kenneth L. Schmidt | |
| Name: Kenneth L. Schmidt | ||
| Title: Legal Representative | ||
| CBI CONSTRUCCIONES S.A. | ||
| By: | /s/ Kenneth L. Schmidt | |
| Name: Kenneth L. Schmidt | ||
| Title: Alternate Director | ||
| CB&I (EUROPE) B.V. | ||
| By: | /s/ Raymond Buckley | |
| Name: Raymond Buckley | ||
| Title: Managing Director | ||
| CBI EASTERN ANSTALT | ||
| By: | /s/ Douglas Arthur Willard | |
| Name: Douglas Arthur Willard | ||
| Title: Director | ||
[Signature Page to First Amendment]
| CBI LUXEMBOURG S.a.r.L. | ||
| By: | /s/ Sergio Lopez | |
| Name: Sergio Lopez | ||
| Title: Authorized Signatory | ||
| CMP HOLDINGS B.V. | ||
| By: | /s/ Kevin J. Forder | |
| Name: Kevin J. Forder | ||
| Title: Director | ||
| CBI CONSTRUCTORS PTY LTD | ||
| By: | /s/ Ronald A. Ballschmiede | |
| Name: Ronald A. Ballschmiede | ||
| Title: Authorized Signatory | ||
| CBI ENGINEERING AND CONSTRUCTION CONSULTANT (SHANGHAI) CO. LTD. | ||
| By: | /s/ Raymond Buckley | |
| Name: Raymond Buckley | ||
| Title: Chairman | ||
| CBI (PHILIPPINES), INC. | ||
| By: | /s/ Peter K. Bennett | |
| Name: Peter K. Bennett | ||
| Title: President | ||
| CBI OVERSEAS, LLC | ||
| By: | /s/ Walter Browning | |
| Name: Walter Browning | ||
| Title: Secretary | ||
[Signature Page to First Amendment]
| CBI CONSTRUCTORS (PNG) PTY, LIMITED | ||
| By: | /s/ Ross Adame | |
| Name: Ross Adame | ||
| Title: Director | ||
| CBI CONSTRUCTORS LIMITED | ||
| By: | /s/ Kevin J. Forder | |
| Name: Kevin J. Forder | ||
| Title: Authorized Signatory | ||
| CB&I HOLDINGS (U.K.) LIMITED | ||
| By: | /s/ Kevin J. Forder | |
| Name: Kevin J. Forder | ||
| Title: Authorized Signatory | ||
| CB&I UK LIMITED | ||
| By: | /s/ Ronald A. Ballschmiede | |
| Name: Ronald A. Ballschmiede | ||
| Title: Authorized Signatory | ||
| CB&I LUMMUS CREST LTD. | ||
| By: | /s/ L.T.M. Kester | |
| Name: L.T.M. Kester | ||
| Title: Managing Director | ||
[Signature Page to First Amendment]
| CB&I MALTA LIMITED | ||
| By: | /s/ L.T.M. Kester | |
| Name: L.T.M. Kester | ||
| Title: Secretary | ||
| LUTECH RESOURCES LIMITED | ||
| By: | /s/ L.T.M. Kester | |
| Name: L.T.M. Kester | ||
| Title: Managing Director | ||
| NETHERLANDS OPERATING COMPANY B.V. | ||
| By: | /s/ Imre A. Csoti | |
| Name: Imre A. Csoti | ||
| Title: Director | ||
| CB&I NEDERLAND B.V. | ||
| By: | /s/ Kevin J. Forder | |
| Name: Kevin J. Forder | ||
| Title: Authorized Signatory | ||
| ARABIAN GULF MATERIAL SUPPLY COMPANY, LTD. | ||
| By: | /s/ Geoffrey Loft | |
| Name: Geoffrey Loft | ||
| Title: Authorized Signatory | ||
| PACIFIC RIM MATERIAL SUPPLY COMPANY, LTD. | ||
| By: | /s/ Geoffrey Loft | |
| Name: Geoffrey Loft | ||
| Title: Authorized Signatory | ||
[Signature Page to First Amendment]
| SOUTHERN TROPIC MATERIAL SUPPLY COMPANY, LTD. | ||
| By: | /s/ Geoffrey Loft | |
| Name: Geoffrey Loft | ||
| Title: Authorized Signatory | ||
| CHICAGO BRIDGE & IRON (ANTILLES) N.V. | ||
| By: | /s/ Douglas Arthur Willard | |
| Name: Douglas Arthur Willard | ||
| Title: Managing Director | ||
| LUMMUS TECHNOLOGY HEAT TRANSFER B.V. | ||
| By: | /s/ John R. Albanese, Jr. | |
| Name: John R. Albanese, Jr. | ||
| Title: Director | ||
| LEALAND FINANCE COMPANY B.V. | ||
| By: | /s/ Kevin J. Forder | |
| Name: Kevin J. Forder | ||
| Title: Managing Director | ||
| CB&I FINANCE COMPANY LIMITED | ||
| By: | /s/ Kevin J. Forder | |
| Name: Kevin J. Forder | ||
| Title: Authorized Signatory | ||
[Signature Page to First Amendment]
| CB&I OIL & GAS EUROPE B.V. | ||
| By: | /s/ Kevin J. Forder | |
| Name: Kevin J. Forder | ||
| Title: Managing Director | ||
| CBI COLOMBIANA S.A. | ||
| By: | /s/ Ronald A. Ballschmiede | |
| Name: Ronald A. Ballschmiede | ||
| Title: Authorized Signatory | ||
| CHICAGO BRIDGE & IRON COMPANY B.V. | ||
| By: | /s/ Ronald A. Ballschmiede | |
| Name: Ronald A. Ballschmiede | ||
| Title: Director | ||
| LUMMUS INTERNATIONAL CORPORATION | ||
| By: | /s/ John R. Albanese, Jr. | |
| Name: John R. Albanese, Jr. | ||
| Title: Vice President & Treasurer | ||
| HUA LU ENGINEERING CO., LTD. | ||
| By: | /s/ John R. Albanese, Jr. | |
| Name: John R. Albanese, Jr. | ||
| Title: Vice President & Treasurer | ||
| LUMMUS CATALYST COMPANY LTD. | ||
| By: | /s/ John R. Albanese, Jr. | |
| Name: John R. Albanese, Jr. | ||
| Title: Vice President & Treasurer | ||
[Signature Page to First Amendment]
| LUMMUS OVERSEAS CORPORATION | ||
| By: | /s/ John R. Albanese, Jr. | |
| Name: John R. Albanese, Jr. | ||
| Title: Vice President & Treasurer | ||
| CATALYTIC DISTILLATION TECHNOLOGIES | ||
| By: | /s/ John R. Albanese, Jr. | |
| Name: John R. Albanese, Jr. | ||
| Title: Managing Committee Member | ||
| LUMMUS TECHNOLOGY INC. | ||
| By: | /s/ John R. Albanese, Jr. | |
| Name: John R. Albanese, Jr. | ||
| Title: Senior Vice President, Treasurer & CFO | ||
| CBI SERVICES, INC. | ||
| By: | /s/ Ronald A. Ballschmiede | |
| Name: Ronald A. Ballschmiede | ||
| Title: Authorized Signatory | ||
WOODLANDS INTERNATIONAL INSURANCE COMPANY LIMITED | ||
| By: | /s/ Robert Havlick | |
| Name: Robert Havlick | ||
| Title: Authorized Signatory | ||
[Signature Page to First Amendment]
CBI HUNGARY HOLDING LIMITED LIABILITY COMPANY | ||
| By: | /s/ Sergio Lopez | |
| Name: Sergio Lopez | ||
| Title: Managing Director | ||
| LUMMUS NOVOLEN TECHNOLOGY GMBH | ||
| By: | /s/ Godofredo Follmer | |
| Name: Godofredo Follmer | ||
| Title: Managing Director | ||
| CB&I LUMMUS GMBH | ||
| By: | /s/ Martin Hannich | |
| Name: Martin Hannich | ||
| Title: Authorized Signatory | ||
| CB&I S.R.O. | ||
| By: | /s/ Hynek Jicinsky | |
| Name: Hynek Jicinsky | ||
| Title: Managing Director | ||
| CBI PERUANA S.A.C. | ||
| By: | /s/ Peter Rano | |
| Name: Peter Rano | ||
| Title: General Manager | ||
| HORTON CBI LIMITED | ||
| By: | /s/ Ronald A. Ballschmiede | |
| Name: Ronald A. Ballschmiede | ||
| Title: Authorized Signatory | ||
[Signature Page to First Amendment]
| CBI (NIGERIA) LIMITED | ||
| By: | /s/ Peter K. Bennett | |
| Name: Peter K. Bennett | ||
| Title: Secretary | ||
| CB&I SINGAPORE PTE LTD. | ||
| By: | /s/ Jeremy Luke-Taylor | |
| Name: Jeremy Luke-Taylor | ||
| Title: Director | ||
[Signature Page to First Amendment]
Accepted and Agreed to:
AMERICAN HOME ASSURANCE COMPANY | ||
CHARTIS PROPERTY CASUALTY COMPANY | ||
COMMERCEAND INDUSTRY INSURANCE COMPANY | ||
NEW HAMPSHIRE INSURANCE COMPANY | ||
THE INSURANCE COMPANYOFTHE STATEOF PENNSYLVANIA | ||
AMERICAN GENERAL LIFE INSURANCE COMPANY (S/B/MTO SUNAMERICA LIFE INSURANCE COMPANY) | ||
THE UNITED STATES LIFE INSURANCE COMPANYINTHE CITYOF NEW YORK | ||
AMERICAN GENERAL LIFE INSURANCE COMPANY (S/B/MTO WESTERN NATIONAL LIFE INSURANCE COMPANY) | ||
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY | ||
| By: | AIG Asset Management (U.S.), LLC, as Investment Adviser | |
| By: | /s/ Lorri J. White | |
| Name: Lorri J. White | ||
| Title: Managing Director | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| MIDLAND NATIONAL LIFE INSURANCE COMPANY | ||
| By: | Guggenheim Partners Investment Management, LLC | |
| By: | /s/ Anne B. Walsh | |
| Name: Anne B. Walsh | ||
| Title: Senior Managing Director | ||
NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE | ||
| By: | Guggenheim Partners Investment Management, LLC | |
| By: | /s/ Anne B. Walsh | |
| Name: Anne B. Walsh | ||
| Title: Senior Managing Director | ||
| SECURITY BENEFIT LIFE INSURANCE COMPANY | ||
| By: | Guggenheim Partners Investment Management, LLC, as Sub-Advisor | |
| By: | /s/ Anne B. Walsh | |
| Name: Anne B. Walsh | ||
| Title: Senior Managing Director | ||
| WILTON REASSURANCE COMPANY | ||
| By: | Guggenheim Partners Investment Management, LLC | |
| By: | /s/ Anne B. Walsh | |
| Name: Anne B. Walsh | ||
| Title: Senior Managing Director | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| TEXAS LIFE INSURANCE COMPANY | ||
| By: | Guggenheim Partners Investment Management, LLC | |
| By: | /s/ Anne B. Walsh | |
| Name: Anne B. Walsh | ||
| Title: Senior Managing Director | ||
| WILTON REASSURANCE COMPANYOF NEW YORK | ||
| By: | Guggenheim Partners Investment Management, LLC | |
| By: | /s/ Anne B. Walsh | |
| Name: Anne B. Walsh | ||
| Title: Senior Managing Director | ||
WILSHIRE INSTITUTIONAL MASTER FUND SPC- GUGGENHEIM ALPHA SEGREGATED PORT | ||
| By: | Guggenheim Partners Investment Management, LLC | |
| By: | /s/ Anne B. Walsh | |
| Name: Anne B. Walsh | ||
| Title: Senior Managing Director | ||
| RETIREMENT SYSTEMOFTHE TENNESSEE VALLEY AUTHORITY | ||
| By: | Guggenheim Partners Investment Management, LLC | |
| By: | /s/ Anne B. Walsh | |
| Name: Anne B. Walsh | ||
| Title: Senior Managing Director | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| SECURITY INCOME FUND - MACRO OPPORTUNITIES SERIES | ||
| By: | Guggenheim Partners Investment Management, LLC | |
| By: | /s/ Anne B. Walsh | |
| Name: Anne B. Walsh | ||
| Title: Senior Managing Director | ||
| SECURITY INCOME FUND-TOTAL RETURN BOND SERIES | ||
| By: | Guggenheim Partners Investment Management, LLC | |
| By: | /s/ Anne B. Walsh | |
| Name: Anne B. Walsh | ||
| Title: Senior Managing Director | ||
| EQUITRUST LIFE INSURANCE COMPANY | ||
| By: | Guggenheim Partners Investment Management, LLC as Advisor | |
| By: | /s/ Anne B. Walsh | |
| Name: Anne B. Walsh | ||
| Title: Senior Managing Director | ||
| HORACE MANN LIFE INSURANCE COMPANY | ||
| By: | Guggenheim Partners Investment Management, LLC | |
| By: | /s/ Anne B. Walsh | |
| Name: Anne B. Walsh | ||
| Title: Senior Managing Director | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| SECURITY INCOME FUND - U.S. INTERMEDIATE BOND SERIES | ||
| By: Security Investors, LLC as Investment Adviser | ||
| By: | /s/ Amy J. Lee | |
| Name: Amy J. Lee | ||
| Title: Senior Vice President | ||
| SBL FUND — SERIES E | ||
| By: Security Investors, LLC as Investment Adviser | ||
| By: | /s/ Amy J. Lee | |
| Name: Amy J. Lee | ||
| Title: Senior Vice President | ||
| THE CALIFORNIA ENDOWMENT | ||
| By: Guggenheim Partners Investment Management, LLC as Manager | ||
| By: | /s/ Anne B. Walsh | |
| Name: Anne B. Walsh | ||
| Title: Senior Managing Director | ||
RYDEX SERIES FUNDS - LONG SHORT INTEREST RATE STRATEGY FUND | ||
| By: Security Investors, LLC as Investment Adviser | ||
| By: | /s/ Amy J. Lee | |
| Name: Amy J. Lee | ||
| Title: Senior Vice President | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| UNITED SERVICES AUTOMOBILE ASSOCIATION | ||
| CATASTROPHE REINSURANCE COMPANY | ||
| USAA CASUALTY INSURANCE COMPANY | ||
| USAA GENERAL INDEMNITY COMPANY | ||
GARRISON PROPERTY & CASUALTY INSURANCE COMPANY | ||
| By: | /s/ Donna J. Baggerly | |
| Name: Donna J. Baggerly | ||
| Title: Vice President | ||
| USAA LIFE INSURANCE COMPANY | ||
| By: | /s/ John Spear | |
| Name: John Spear | ||
| Title: Vice President | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| METLIFE INVESTORS INSURANCE COMPANY | ||
by Metropolitan Life Insurance Company, its Investment Manager | ||
| FIRST METLIFE INVESTORS INSURANCE COMPANY | ||
by Metropolitan Life Insurance Company, its Investment Manager | ||
| GENERAL AMERICAN LIFE INSURANCE COMPANY | ||
by Metropolitan Life Insurance Company, its Investment Manager | ||
| METLIFE INVESTORS USA INSURANCE COMPANY | ||
by Metropolitan Life Insurance Company, its Investment Manager | ||
| METLIFE INSURANCE COMPANYOF CONNECTICUT | ||
by Metropolitan Life Insurance Company, its Investment Manager | ||
| METROPOLITAN LIFE INSURANCE COMPANY | ||
| By | /s/ Judith A. Gulotta | |
| Name: Judith A. Gulotta | ||
| Title: Managing Director | ||
| METLIFE ALICO LIFE INSURANCE K.K. | ||
by MetLife Investment Management, LLC, its Investment Manager | ||
| By | /s/ Judith A. Gulotta | |
| Name: Judith A. Gulotta | ||
| Title: Managing Director | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY | ||
NORTHWESTERN LONG TERM CARE INSURANCE COMPANY | ||
| By: | /s/ Howard Stern | |
| Name: Howard Stern | ||
| Its Authorized Agent | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| ING LIFE INSURANCEAND ANNUITY COMPANY | ||
| ING USA ANNUITYAND LIFE INSURANCE COMPANY | ||
| RELIASTAR LIFE INSURANCE COMPANY | ||
| By: | ING Investment Management LLC, as Agent | |
| By: | /s/ Christopher P. Lyons | |
| Name: Christopher P. Lyons | ||
| Title: Senior Vice President | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| FIDELITY & GUARANTY LIFE INSURANCE COMPANY | ||
| By: | /s/ Thomas Cunningham | |
| Thomas Cunningham | ||
| Vice President | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| THE LINCOLN NATIONAL LIFE INSURANCE COMPANY | ||
| By: | Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact | |
| By: | /s/ Karl Spaeth, Jr. CFA | |
| Name: Karl Spaeth, Jr. CFA | ||
| Title: Vice President | ||
| LINCOLN LIFE & ANNUITY COMPANYOF NEW YORK | ||
| By: | Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact | |
| By: | /s/ Karl Spaeth, Jr. CFA | |
| Name: Karl Spaeth, Jr. CFA | ||
| Title: Vice President | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Chicago Bridge & Iron
Accepted and Agreed to:
| NATIONWIDE LIFE INSURANCE COMPANY | ||
NATIONWIDE LIFEAND ANNUITY INSURANCE COMPANY | ||
| By: | /s/ Mary Beth Cadle | |
| Mary Beth Cadle | ||
| Authorized Signatory | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY | ||
| By: | Babson Capital Management LLC as Investment Adviser | |
| By: | /s/ John B. Wheeler | |
| Name: John B. Wheeler | ||
| Title: Managing Director | ||
| C.M. LIFE INSURANCE COMPANY | ||
| By: | Babson Capital Management LLC as Investment Adviser | |
| By: | /s/ John B. Wheeler | |
| Name: John B. Wheeler | ||
| Title: Managing Director | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| UNITEDOF OMAHA LIFE INSURANCE COMPANY | ||
| By: | /s/ Curtis R. Caldwell | |
| Name: Curtis R. Caldwell | ||
| Title: Senior Vice President | ||
| MUTUALOF OMAHA LIFE INSURANCE COMPANY | ||
| By: | /s/ Curtis R. Caldwell | |
| Name: Curtis R. Caldwell | ||
| Title: Senior Vice President | ||
| COMPANION LIFE INSURANCE COMPANY | ||
| By: | /s/ Curtis R. Caldwell | |
| Name: Curtis R. Caldwell | ||
| Title: An Authorized Signer | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| MODERN WOODMENOF AMERICA | ||
| By: | /s/ Douglas A. Pannier | |
| Name: Douglas A. Pannier | ||
| Title: Group Head — Private Placements | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY | ||
| By: | /s/ Jeffrey A. Fossell | |
| Name: Jeffrey A. Fossell | ||
| Title: Authorized Signatory | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| CMFG LIFE INSURANCE COMPANY | ||
| CMFG LIFE INSURANCE COMPANY-MODCO | ||
| CUMIS INSURANCE SOCIEITY, INC. | ||
| By: | MEMBERS Capital Advisors, Inc. | |
| Acting as Investment Advisor | ||
| By: | /s/ Allen R. Cantrell | |
| Name: Allen R. Cantrell | ||
| Title: Managing Director, Investments | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
SENIOR HEALTH INSURANCE COMPANYOF PENNSYLVANIA | ||
| By: | Conning, Inc., as Investment Manager | |
| By: | /s/ Samuel Otchere | |
| Name: Samuel Otchere | ||
| Title: Director | ||
| PRIMERICA LIFE INSURANCE COMPANY | ||
| By: | Conning, Inc., as Investment Manager | |
| By: | /s/ Samuel Otchere | |
| Name: Samuel Otchere | ||
| Title: Director | ||
| AMERICAN HEALTHAND LIFE INSURANCE COMPANY | ||
| By: | Conning, Inc., as Investment Manager | |
| By: | /s/ Samuel Otchere | |
| Name: Samuel Otchere | ||
| Title: Director | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| PHOENIX LIFE INSURANCE COMPANY | ||
| By: | /s/ Nelson Correa | |
| Name: Nelson Correa | ||
| Title: Senior Managing Director, Private Placements | ||
| PHL VARIABLE INSURANCE COMPANY | ||
| By: | /s/ Nelson Correa | |
| Name: Nelson Correa | ||
| Title: Its Duly Authorized Officer | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| FARM BUREAU LIFE INSURANCE COMPANY | ||
| By: | /s/ Herman L. Riva | |
| Name: Herman L. Riva | ||
| Title: Securities Vice President | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY | ||
| By: | /s/ David Divine | |
| Name: David Divine | ||
| Title: Portfolio Manager | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| ASSURITY LIFE INSURANCE COMPANY | ||
| By: | /s/ Victor Weber | |
| Name: Victor Weber | ||
| Title: Senior Director - Investments | ||
[Signature Page to First Amendment to Note Purchase Agreement]
Accepted and Agreed to:
| PAN-AMERICAN LIFE INSURANCE COMPANY | ||
| By: | /s/ Lisa Baudot | |
| Name: | Lisa Baudot | |
| Title: | Vice President, Securities | |
[Signature Page to First Amendment to Note Purchase Agreement]