Common use of Jurisdiction and Process; Waiver of Jury Trial Clause in Contracts

Jurisdiction and Process; Waiver of Jury Trial. (i) Each of Holdings and the Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes or the other Transaction Documents. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ii) Each of Holdings and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees that such service upon receipt (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iii) Nothing in this paragraph 12P shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (iv) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsMRP Shares. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Securities Purchase Agreement (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Securities Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXXXX MIDSTREAM/ENERGY FUND, INC. By: Name: Title: Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Securities Purchase Agreement This Agreement is hereby waive trial accepted and agreed to as of the date thereof. AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY UNITED GUARANTY MORTGAGE INSURANCE COMPANY By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: Name: Title: Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. ING LIFE INSURANCE AND ANNUITY COMPANY ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY SECURITY LIFE OF DENVER INSURANCE COMPANY By: ING Investment Management LLC, as Agent By: Name: Title: NAME AND ADDRESS PRINCIPAL AMOUNT OF MRP SHARES AMERICAN GENERAL LIFE INSURANCE $10,000,000 COMPANY (400,000 Shares) c/o AIG Asset Management XXXX (1) All payments to be by jury wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: State Street Bank & Trust Company ABA # XXXX Account Name: XXXX; Fund Number XXXX Account Number: XXXX Reference: PPN and Prin.: $ ; Int.: $ _ (2) Payment notices, audit confirmations and related correspondence to: AGL - Western National Life Insurance Company/ Reinsurance (PAGJ) c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: XXXX Email: XXXX (3) Duplicate payment notices (only) to: AGL - Western National Life Insurance Company/ Reinsurance (PAGJ) c/o State Street Bank Corporation, Insurance Services (4) Compliance reporting information to: AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: Private Placements Compliance * Note: Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment adviser. (5) Note to be issued in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.nominee name of: AGL-DEL (Tax ID#: XXXX) (6) Tax ID Number for American General Life Insurance Company: XXXX

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company The parties hereto irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings the parties hereto irrevocably waive and the Company irrevocably waives and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company consents The parties hereto consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it them at its their address specified in paragraph 12I Section 18.1 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees said Section 18.1. The parties hereto agree that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it them in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable lawApplicable Law, be taken and held to be valid personal service upon and personal delivery to itthem. Notices hereunder under this Section 22.7(b) shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company parties hereto in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes or the other Transaction Documents. To the fullest extent permitted by applicable lawRequirements of Law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes or Warrants in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 15.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Article 10 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable lawRequirements of Law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 15.7 shall affect the right of any holder of a Note to serve process in any manner permitted by lawapplicable Requirements of Law, or limit any right that the holders of any of the Notes or Warrants may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or Warrants or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsSeries Q Bonds. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes Series Q Bonds in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees Unitil Energy Systems, Inc. Bond Purchase Agreement that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.7 shall affect the right of any holder of a Note Series Q Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Series Q Bonds may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes Series Q Bonds or any other document executed in connection herewith or therewith. [SIGNATURE PAGES FOLLOW] Unitil Energy Systems, Inc. Bond Purchase Agreement If a Purchaser is in agreement with the foregoing, please sign the accompanying counterparts of this Agreement and return one of the same to the Company, whereupon this Agreement shall become a binding agreement between such Purchaser and the Company. Very truly yours, UNITIL ENERGY SYSTEMS, INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President and Treasurer Unitil Energy Systems, Inc. Bond Purchase Agreement The foregoing Agreement is hereby agreed to as of November 30, 2018. UNITED OF OMAHA LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President COMPANION LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: An Authorized Signer Unitil Energy Systems, Inc. Bond Purchase Agreement The foregoing Agreement is hereby agreed to as of November 30, 2018. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities Unitil Energy Systems, Inc. Bond Purchase Agreement The foregoing Agreement is hereby agreed to as of November 30, 2018. CMFG LIFE INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director II, Investments Unitil Energy Systems, Inc. Bond Purchase Agreement ACKNOWLEDGEMENT AND AGREEMENT The undersigned hereby acknowledges receipt of an executed copy of the foregoing Bond Purchase Agreement and agrees to the provisions of Section 14.2 thereof. U.S. Bank National Association, as Trustee By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President INFORMATION RELATING TO PURCHASERS NAME OF AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF SERIES Q BONDS TO BE PURCHASED UNITED OF OMAHA LIFE INSURANCE COMPANY $13,000,000 1. Bonds to be registered in the name of UNITED OF OMAHA LIFE INSURANCE COMPANY 2. Tax I.D. # is 00-0000000 3. All principal and interest payments on the Bonds shall be made by wire transfer of immediately available funds to: JPMorgan Chase Bank ABA #000000000 Private Income Processing For credit to: United of Omaha Life Insurance Company Account # 900-0000000 a/c: G07097 Cusip/PPN: 913260 X#0 Xxxxxxxx Xxxxxx: Principal Amount: 4. Address for delivery of bonds: JPMorgan Chase Bank 0 Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000-0000 Attention: Physical Receive Department Account# G07097 ** It is imperative that the custody account be included on the delivery letter. Without this information, the security will be returned to the sender. 5. Address for all notices in respect of payment of Principal and Interest, Corporate Actions, and Reorganization Notifications: JPMorgan Chase Bank 0 Xxxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000-0000 Attn: Income Processing a/c: G07097 SCHEDULE A 6. Address for all other communications (i.e.: Quarterly/Annual reports, Tax filings, Modifications, Waivers regarding the indenture):

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company Obligor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. The execution hereof by the Purchasers shall constitute a contract among the Obligors and the Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. Very truly yours, SOVRAN SELF STORAGE, INC. By: /s/ Dxxxx X. Xxxxxx Name: Dxxxx X. Xxxxxx Title: Chief financial Officer SOVRAN ACQUISITION LIMITED PARTNERSHIP By: Sovran Holdings, Inc., its general partner By: /s/ Dxxxx X. Xxxxxx Name: Dxxxx X. Xxxxxx Title: Chief financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Wxxxxxx X. Xxxxxx Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, L.P. (as its General Partner) By: /s/ Wxxxxxx X. Xxxxxx Vice President ZURICH AMERICAN INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, L.P. (as its General Partner) By: /s/ Wxxxxxx X. Xxxxxx Vice President This Agreement is hereby accepted and agreed to as of the date thereof. FARMERS NEW WORLD LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, L.P. (as its General Partner) By: /s/ Wxxxxxx X. Xxxxxx Vice President This Agreement is hereby accepted and agreed to as of the date thereof. MINNESOTA LIFE INSURANCE COMPANY UNITED INSURANCE COMPANY OF AMERICA FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN AMERICAN FIDELITY ASSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. GREAT WESTERN INSURANCE COMPANY MTL INSURANCE COMPANY FORT DEARBORN LIFE INSURANCE COMPANY TRUSTMARK INSURANCE COMPANY AMERICAN-AMICABLE LIFE INSURANCE COMPANY OF TEXAS CATHOLIC UNITED FINANCIAL COLORADO BANKERS LIFE INSURANCE COMPANY NEW ERA LIFE INSURANCE IA AMERICAN LIFE INSURANCE COMPANY By Advantus Capital Management, Inc. By: /s/ Rxxxxx X. Xxxxxxxx Vice President This Agreement is hereby accepted and agreed to as of the date thereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: /s/ Jxxx X. Xxxxxxx Name: Jxxx X. Xxxxxxx Title: Managing Director C.M. LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: /s/ Jxxx X. Xxxxxxx Name: Jxxx X. Xxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By: /s/ Jxxx X. Xxxxxxx Name: Jxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date thereof. RIVERSOURCE LIFE INSURANCE COMPANY By: /s/ Txxxxx X. Xxxxxx Name: Txxxxx X. Xxxxxx Title: Vice President - Investments THE PRUDENTIAL INSURANCE COMPANY OF AMERICA c/o Prudential Capital Group Three Gateway Center, 18th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $17,500,000 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account Name: Prudential Managed Portfolio Account No.: P86188 (please do not include spaces) Each such wire transfer shall set forth the name of the Company, a reference to "Sovran Self Storage, Inc., 5.54% Senior Guaranteed Notes, Series D, due August 5, 2021, PPN 84611# AD3" and the due date and application (as among principal, interest and Make Whole Amount) of the payment being made. (2) Address for all notices relating to payments: The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Bxxxxxxx and Collections (3) Address for all other communications and notices: The Prudential Insurance Company of America c/o Prudential Capital Group Three Gateway Center, 18th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (5) Name of Nominee in which Notes are to be issued: None (6) Tax Identification No.: 20-0000000 (7) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Prudential Capital Group Three Gateway Center, 18th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Cxxxx Xxxxxxxxx, Esq. Telephone: (000) 000-0000 UNITED OF OMAHA LIFE INSURANCE COMPANY c/o Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $8,075,000 (1) All principal, interest and Make Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank ABA No.: 000-000-000 Private Income Processing For Credit to account: 900-9000000 For further credit to Account Name: United of Omaha Life Insurance Company For further credit to Account Number: G09588 Each such wire transfer shall set forth the name of the Company, a reference to "Sovran Self Storage, Inc., 5.54% Senior Guaranteed Notes, Series D, due August 5, 2021, PPN 84611# AD3" and the due date and application (as among principal, interest and Make Whole Amount) of the payment being made. (2) All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank ABA No. 000-000-000 Account No. G09588 Account Name: United of Omaha Life Insurance Co. Each such wire transfer shall set forth the name of the Company, a reference to "Sovran Self Storage, Inc., 5.54% Senior Guaranteed Notes, Series D, due August 5, 2021, PPN 84611# AD3" and the due date and application (e.g. type of fee) of the payment being made. (3) Address for all notices relating to payments: JPMorgan Chase Bank 10000 Xxxxxx Xxxxxxx - 00xx Xxxxx Xxxxxx, XX 00000-0000 Attn: Income Processing - G. Xxxx a/c: G09588 (4) Address for all other communications and notices: Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance (5) Name of Nominee in which Notes are to be issued: None (6) Tax Identification No.: 40-0000000 (7) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: JPMorgan Chase Bank 4 Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000-0000 Attention: Physical Receive Department Please include in the cover letter accompanying the Notes a reference to the Purchaser's account number (United of Omaha Life Insurance Company; Account Number: G09588). With a copy to: Prudential Capital Group Gateway Center 4 100 Xxxxxxxx, 0xx Xxxxx Xxxxxx, XX 102 Attention: Trade Management, Manager Telephone: (000) 000-0000 ZURICH AMERICAN INSURANCE COMPANY c/o Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $5,385,000 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: Hare & Co. c/x Xxx Xxxx xx Xxx Xxxx XXX No.: 000-000-000 BNF: IOC566 Attn: Wxxxxxx Xxxxxxx Ref: ZXXX Private Placements #399141 Each such wire transfer shall set forth the name of the Company, a reference to "Sovran Self Storage, Inc., 5.54% Senior Guaranteed Notes, Series D, due August 5, 2021, PPN 84611# AD3" and the due date and application (as among principal, interest and Make Whole Amount) of the payment being made. (2) All notices of payments and written confirmation of such wire transfers: Zurich North America Attn: Treasury T1-19 1000 Xxxxxxxx Xxxx Xxxxxxxxxx, XX 00000-0000 Contact: Mxxx Xxxx Xxxxxxxx, Vice President-Treasurer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: mxxx.xxxxxxxxx@xxxxxxxx.xxx (3) Address for all other communications and notices: Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance (4) Name of Nominee in which Notes are to be issued: Hare & Co. (5) Tax Identification No.: 10-0000000 (6) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Bank of New York Window A Oxx Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Please include in the cover letter accompanying the Notes a reference to the Purchaser's account number (Zurich American Insurance Co.-Private Placements; Account Number: 399141). With a copy to: Prudential Capital Group Gateway Center 4 100 Xxxxxxxx, 0xx Xxxxx Xxxxxx, XX 00000 Attention: Trade Management, Manager Telephone: (000) 000-0000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED FARMERS NEW WORLD LIFE INSURANCE COMPANY c/o Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $4,040,000 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: 000000000 Account No.: 9009000200 Account Name: SSG Private Income Processing For further credit to Account P58834 Farmers NWL Each such wire transfer shall set forth the name of the Company, a reference to "Sovran Self Storage, Inc., 5.54% Senior Guaranteed Notes, Series D, due August 5, 2021, PPN 84611# AD3" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) All notices of payments and written confirmation of such wire transfers: Jxx XxXxxxxxxx - Director, Investment Operations/Accounting and Lxxxxx Xxxxxx - Vice President & Chief Investment Officer Farmers Insurance Company 4000 Xxxxxxxx Xxxx., 0xx Xxxxx Xxx Xxxxxxx, XX 00000 Jxxxx Xxxxxxx - Director, Investments & Separate Accounts and Oxxxx Xxxxxxx - Vice President & Chief Financial Officer Farmers New World Life Insurance Company 3000 00xx Xxxxxx Xxxxxxxxx, 0xx Xxxxx Xxxxxx Xxxxxx, XX 00000-0000 (3) Address for all other communications and notices: Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance (4) Name of Nominee in which Notes are to be issued: None (5) Tax Identification No.: 90-0000000 (6) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: JX Xxxxxx Cxxxx Xxxx 0 Xxx Xxxx Xxxxx, Xxxxxx Xxxxx Window Nxx Xxxx, XX 00000 Attention: Jxxxxxxx Xxxx Telephone: (000) 000-0000 Please include in the cover letter accompanying the Notes a reference to the Purchaser's account number ("P58834 – Farmers New World Life Private Placement") and CUSIP information. With a copy to: Prudential Capital Group Gateway Center 4 100 Xxxxxxxx, 0xx Xxxxx Xxxxxx, XX 00000 Attention: Trade Management, Manager Telephone: (000) 000-0000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MINNESOTA LIFE INSURANCE COMPANY 400 Xxxxxx Xxxxxx North St. Pxxx, Minnesota 55101 Attention: Advantus Capital Management, Inc. Facsimile: (000) 000-0000 $9,300,000 All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: Mellon Bank, Pittsburgh, PA ABA#: 000000000 DDA#: 048771 Account Name: Minnesota Life Insurance Company Account #: ADFF0106002 Cost Code: 1167 Ref: Sovran Self Storage, Inc., 5.54% Senior Guaranteed Notes, Series D, due August 5, 2021, PPN 84611# AD3, P&I Breakdown Notices All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 40-0000000 Deliver Notes to: Minnesota Life Insurance Company c/o Advantus Capital Management, Inc. 400 Xxxxxx Xxxxxx North St. Pxxx, Minnesota 55101 Attention: Kxxxxxxx Xxxxx (000) 000-0000 NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED UNITED INSURANCE COMPANY OF AMERICA c/o Advantus Capital Management, Inc. 400 Xxxxxx Xxxxxx North St. Pxxx, Minnesota 55101 Attention: Client Administrator $3,700,000 Payments Private Placement payments and all other payments shall be made by wire transfer to immediately available funds to: The Bank of New York ABA # 021 000 018 Credit A/C#: GLA111565 A/C Name: Institutional Custody Insurance Division FFC: Custody Account # 367937 Custody Name: United Insurance Company of America Ref: Sovran Self Storage, Inc., 5.54% Senior Guaranteed Notes, Series D, due August 5, 2021, PPN 84611# AD3, P&I Breakdown Notices All notices and statements should be sent electronically via Email to: pxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx. If Email is unavailable or if the Email is returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent as first provided above. Name of Nominee in which Notes are to be issued: Hare & Co.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes or the any other Transaction DocumentsFinance Document. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, SOURCEGAS HOLDINGS LLC By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Treasurer This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date hereof. METROPOLITAN TOWER LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager METLIFE INSURANCE COMPANY OF CONNECTICUT By: Metropolitan Life Insurance Company, its Investment Manager METROPOLITAN TOWER LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the Notes or any other document executed in connection herewith or therewith.date hereof. COBANK, ACB By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Counsel By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Counsel This Agreement is hereby accepted and agreed to as of the date hereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. AGFIRST FARM CREDIT BANK By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes any Supplement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ii) Each of Holdings and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees that such service upon receipt (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iii) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivc) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ARCH CHEMICALS, INC. By /s/ W. Xxxx Xxxx Name: W. Xxxx Xxxx Title: Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. ING LIFE INSURANCE AND ANNUITY COMPANY ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK By: ING Investment Management LLC, as Agent By /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President NEW YORK LIFE INSURANCE COMPANY By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By New York Life Investment Management LLC, its Investment Manager By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By New York Life Investment Management LLC, its Investment Manager By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By New York Life Investment Management LLC, its Investment Manager By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By New York Life Investment Management LLC, its Investment Manager By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Director FORETHOUGHT LIFE INSURANCE COMPANY By New York Life Investment Management LLC, Its Investment Manager By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Director METROPOLITAN LIFE INSURANCE COMPANY METLIFE INVESTORS INSURANCE COMPANY By: Metropolitan Life Insurance Company, for itself and as investment manager for the above entity By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director C.M. LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY By /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President, Investments By /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Assistant Vice President, Investments THE GREAT-WEST LIFE ASSURANCE COMPANY By /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President, Investments, GWL&A By /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Assistant Vice President, Investments, GWL&A CUNA MUTUAL INSURANCE SOCIETY CUMIS INSURANCE SOCIETY, INC. By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Director, Investments SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Portfolio Manager INFORMATION RELATING TO PURCHASERS NAMES AND ADDRESS OF PURCHASER CLOSING DATE PRINCIPAL AMOUNT OF SERIES 2010-A NOTES TO BE PURCHASED ING LIFE INSURANCE AND ANNUITY COMPANY September 9, 2010 $ 11,000,000 c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Private Placements Fax: (000) 000-0000 December 31, 2010 $ 11,000,000 Payments All payments on account of the Notes held by such purchaser shall be made by wire transfer of immediately available funds (identifying each payment as “Arch Chemicals, Inc., 4.00% Series 2010-A Senior Notes due December 31, 2017, PPN 03937R B*2, interest and principal”), for credit to: The parties hereto hereby waive trial by jury in any action brought on Bank of New York Mellon ABA#: 000000000 Account: IOC 566/INST’L CUSTODY (for scheduled principal and interest payments) or with respect to this AgreementIOC 565/INST’L CUSTODY (for all payments other than scheduled principal and interest) For further credit to: ILIAC/Acct. 216101 Reference.: PPN 03937R B*2 Each such wire transfer shall set forth the name of the Company, the full title (including the coupon rate, issuance date and final maturity date) of the Notes or any other document executed in connection herewith or therewith.on account of which such payment is made, a reference to the PPN, and the due date and application (as among principal, premium and interest) of the payment being made. SCHEDULE A

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding Lincoln Electric Holdings, Inc. Uncommitted Master Shelf Facility brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section, including to its registered agent if so notified. Each of Holdings and the Company Obligor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company Obligors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsMRP Shares. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXXXX MLP INVESTMENT COMPANY By /s/ XXXXX XXXX Name: Xxxxx Xxxx Its: Chief Financial Officer Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby waive trial accepted and agreed to as of the date thereof. AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY UNITED GUARANTY MORTGAGE INSURANCE COMPANY OF NORTH CAROLINA By: AIG Asset Management (U.S.), LLC, as Investment Adviser By /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Director Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. UNUM LIFE INSURANCE COMPANY OF AMERICA By: Provident Investment Management, LLC Its: Agent By: /s/ XXX XXXXX Name: Xxx Xxxxx Title: Vice President, Senior Managing Director Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. ING LIFE INSURANCE AND ANNUITY COMPANY ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY SECURITY LIFE OF DENVER INSURANCE COMPANY By: ING Investment Management LLC, as Agent By /s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Senior Vice President INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF MRP SHARES TO BE PURCHASED AMERICAN GENERAL LIFE INSURANCE COMPANY c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 $13,300,000 (532,000 Shares) (1) All payments to be by jury wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Account Name: AMERICAN GENERAL LIFE INS. CO. PHYSICAL; Account Number: 0000-000-0 Reference: PPN and Prin.: $ ; Int.: $ (2) Payment notices, audit confirmations and related correspondence to: American General Life Insurance Company (PA40) c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: Private Placements Portfolio Administration (3) Duplicate payment notices (only) to: American General Life Insurance Company (PA40) c/o State Street Bank Corporation, Insurance Services SCHEDULE A (4) Compliance reporting information to: AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: Private Placements Compliance * Note: Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment adviser. (5) MPR Share to be issued in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.nominee name of: AGL-DEL (Tax ID #: 00-0000000) (6) Tax ID Number for American General Life Insurance Company: 00-0000000

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder or Beneficial Holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder or Beneficial Holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsBonds. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or ‑20‑ proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes Bonds in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 16.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 2.08 of the Supplement or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 16.6 shall affect the right of any holder of a Note Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Bonds may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewithTHE BONDS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company Obligor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.. The execution hereof by the Purchasers shall constitute a contract among the Obligors and the Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. Very truly yours, Sovran Self Storage, Inc. By: /s/Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Sovran Acquisition Limited Partnership By: Sovran Holdings, Inc., its general partner By: /s/Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/XXXXXX XxXXXXXX Name: Xxxxxx XxXxxxxx Title: Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: /s/XXXXXX XxXXXXXX Name: Xxxxxx XxXxxxxx Title: Assistant Vice President XXXXXXX PENN LIFE INSURANCE COMPANY OF NEW YORK By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: : /s/XXXXXX XxXXXXXX Name: Xxxxxx XxXxxxxx Title: Vice President THE INDEPENDENT ORDER OF FORESTERS By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/XXXXXX XxXXXXXX Name: Xxxxxx XxXxxxxx Title: Vice President THE PENN MUTUAL LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/XXXXXX XxXXXXXX Name: Xxxxxx XxXxxxxx Title: Vice President FARMERS INSURANCE EXCHANGE By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/XXXXXX XxXXXXXX Name: Xxxxxx XxXxxxxx Title: Vice President MID CENTURY INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/XXXXXX XxXXXXXX Name: Xxxxxx XxXxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date thereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Advisor By: /s/XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Advisor By: /s/XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Managing Director BANNER LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Advisor By: /s/XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date thereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager METLIFE INSURANCE COMPANY OF CONNECTICUT By: Metropolitan Life Insurance Company, its Investment Manager METLIFE INVESTORS USA INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager NEW ENGLAND LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By: /s/XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date thereof. NEW YORK LIFE INSURANCE COMPANY By: /s/XXXX XXXXXXXXXX Name: Xxxx Xxxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/XXXX XXXXXXXXXX Name: Xxxx Xxxxxxxxxx Title: Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: NYL Investors LLC, its Investment Manager By: /s/XXXX XXXXXXXXXX Name: Xxxx Xxxxxxxxxx Title: Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/XXXX XXXXXXXXXX Name: Xxxx Xxxxxxxxxx Title: Director This Agreement is hereby accepted and agreed to as of the date thereof. TRANSAMERICA LIFE (BERMUDA) LTD. By: AEGON USA Investment Management, LLC, its investment manager By: /s/XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Vice President TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY By: AEGON USA Investment Management, LLC, its investment manager By: /s/XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Vice President WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO By: AEGON USA Investment Management, LLC, its investment manager By: /s/XXXX XXXXXXXXX Name: Xxxx Xxxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date thereof. PACIFIC LIFE INSURANCE COMPANY By: /s/XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Assistant Vice President By: /s/XXXXXX X. XXXXXXXXXX Name: Xxxxxx X. Xxxxxxxxxx Title: Assistant Secretary This Agreement is hereby accepted and agreed to as of the date thereof. BANKERS LIFE AND CASUALTY COMPANY COLONIAL PENN LIFE INSURANCE COMPANY BANKERS CONSECO LIFE INSURANCE COMPANY By: 40/86 Advisors, Inc. acting as Investment Advisor By: /s/XXXXX X. XXXXXXXX Name: Xxxxx X. Xxxxxxxx Title: Senior Vice President The Prudential Insurance Company of America c/o Prudential Capital Group Three Gateway Center, 18th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $15,000,000 [PAYMENT INFORMATION OMITTED] Pruco Life Insurance Company of New Jersey c/o Prudential Capital Group Three Gateway Center, 18th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $5,000,000 [PAYMENT INFORMATION OMITTED] Xxxxxxx Penn Life Insurance Company of New York c/o Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $3,905,000 [PAYMENT INFORMATION OMITTED] The Independent Order of Foresters c/o Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $3,220,000 [PAYMENT INFORMATION OMITTED] The Penn Mutual Life Insurance Company c/o Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $3,220,000 [PAYMENT INFORMATION OMITTED] Farmers Insurance Exchange c/o Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $6,758,500 [PAYMENT INFORMATION OMITTED] Mid Century Insurance Company c/o Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Three Gateway Center, 18th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Vice President, Lease Finance $2,896,500 [PAYMENT INFORMATION OMITTED] Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 X.X. Xxx 00000 Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 Attention: Securities Investment Division $26,250,000 [PAYMENT INFORMATION OMITTED] Payments Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 X.X. Xxx 00000 Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 Attention: Securities Investment Division $750,000 [PAYMENT INFORMATION OMITTED] Banner Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 X.X. Xxx 00000 Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 Attention: Securities Investment Division $1,500,000 [PAYMENT INFORMATION OMITTED] MassMutual Asia Limited c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 X.X. Xxx 00000 Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 Attention: Securities Investment Division $1,500,000 [PAYMENT INFORMATION OMITTED] Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $17,000,000 [PAYMENT INFORMATION OMITTED] Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $1,000,000 [PAYMENT INFORMATION OMITTED] Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $1,000,000 [PAYMENT INFORMATION OMITTED] New England Life Insurance Company c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $1,000,000 [PAYMENT INFORMATION OMITTED] MetLife Insurance Company of Connecticut c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $1,000,000 [PAYMENT INFORMATION OMITTED] MetLife Investors USA Insurance Company c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $3,000,000 [PAYMENT INFORMATION OMITTED] General American Life Insurance Company c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $1,000,000 [PAYMENT INFORMATION OMITTED] New York Life Insurance Company c/o NYL Investors LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 000 Xxx Xxxx, Xxx Xxxx 00000-0000 $11,200,000 [PAYMENT INFORMATION OMITTED] Name and Address of Purchaser Principal Amount of Notes to Be Purchased New York Life Insurance and Annuity Corporation c/o NYL Investors LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 000 Xxx Xxxx, Xxx Xxxx 00000-0000 $12,500,000 [PAYMENT INFORMATION OMITTED] Name and Address of Purchaser Principal Amount of Notes to Be Purchased New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C) c/o NYL Investors LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 000 Xxx Xxxx, Xxx Xxxx 00000-0000 $1,000,000 [PAYMENT INFORMATION OMITTED] New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3-2) c/o NYL Investors LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 000 Xxx Xxxx, Xxx Xxxx 00000-0000 $300,000 [PAYMENT INFORMATION OMITTED] Transamerica Financial Life Insurance Company c/o AEGON USA Investment Management, LLC 0000 Xxxxxxxx Xxxx X.X. Xxxxx Xxxxxx, XX 00000-0000 Attention: Director of Private Placements MS 5335 $8,000,000 [PAYMENT INFORMATION OMITTED] Western Reserve Life Assurance Co. of Ohio c/o AEGON USA Investment Management, LLC 0000 Xxxxxxxx Xxxx X.X. Xxxxx Xxxxxx, XX 00000-0000 Attention: Director of Private Placements MS 5335 $9,000,000 [PAYMENT INFORMATION OMITTED] Transamerica Life (Bermuda) Ltd c/o AEGON USA Investment Management, LLC 0000 Xxxxxxxx Xxxx X.X. Xxxxx Xxxxxx, XX 00000-0000 Attention: Director of Private Placements MS 5335 $3,000,000 [PAYMENT INFORMATION OMITTED] Transamerica Life (Bermuda) Ltd c/o AEGON USA Investment Management, LLC 0000 Xxxxxxxx Xxxx X.X. Xxxxx Xxxxxx, XX 00000-0000 Attention: Director of Private Placements MS 5335 $3,000,000 [PAYMENT INFORMATION OMITTED] Transamerica Life (Bermuda) Ltd c/o AEGON USA Investment Management, LLC 0000 Xxxxxxxx Xxxx X.X. Xxxxx Xxxxxx, XX 00000-0000 Attention: Director of Private Placements MS 5335 $2,000,000 [PAYMENT INFORMATION OMITTED] Pacific Life Insurance Company 000 Xxxxxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxxxx Xxxxx, XX 00000 $5,000,000 $5,000,000 $5,000,000 PAYMENT INFORMATION OMITTED] Bankers Life and Casualty Company c/o 40|86 Advisors, Inc. 000 Xxxxx Xxxxxxx Xxxxx Xxxxxx, XX 00000 $13,000,000 [PAYMENT INFORMATION OMITTED] Colonial Penn Life Insurance Company c/o 40|86 Advisors, Inc. 000 Xxxxx Xxxxxxx Xxxxx Xxxxxx, XX 00000 $1,000,000 [PAYMENT INFORMATION OMITTED] Bankers Conseco Life Insurance Company c/o 40|86 Advisors, Inc. 000 Xxxxx Xxxxxxx Xxxxx Xxxxxx, XX 00000 $1,000,000 [PAYMENT INFORMATION OMITTED]

Jurisdiction and Process; Waiver of Jury Trial. (i) Each of Holdings the Trust and the Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings the Trust and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iia) Each of Holdings the Trust and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) above by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I SECTION 19 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings the Trust and the Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiib) Nothing in this paragraph 12P Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings the Trust or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivc) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewithTHE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO ANY FINANCING DOCUMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company parties hereto consents to process being served by or on behalf of any holder of Notes other party hereto in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder person shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company parties hereto agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder Process shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery servicedeemed given only when actually received. (iiic) Nothing in this paragraph 12P Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may Graybar Electric Company, Inc. have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsMRP Shares. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXXXX MLP INVESTMENT COMPANY By Name: Xxxxx Xxxx Its: Chief Financial Officer Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby waive trial accepted and agreed to as of the date thereof. AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY UNITED GUARANTY MORTGAGE INSURANCE COMPANY OF NORTH CAROLINA By: AIG Asset Management (U.S.), LLC, as Investment Adviser By Name: Xxxxxx X. Xxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: Name: Xxxxxxx X. Xxxxx Title: Director Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. UNUM LIFE INSURANCE COMPANY OF AMERICA By: Provident Investment Management, LLC Its: Agent By: Name: Xxx Xxxxx Title: Vice President, Senior Managing Director Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. ING LIFE INSURANCE AND ANNUITY COMPANY ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY SECURITY LIFE OF DENVER INSURANCE COMPANY By: ING Investment Management LLC, as Agent By Name: Xxxx Xxxxxxx Title: Senior Vice President INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF MRP SHARES TO BE PURCHASED AMERICAN GENERAL LIFE INSURANCE COMPANY c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 $13,300,000 (532,000 Shares) (1) All payments to be by jury wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Account Name: AMERICAN GENERAL LIFE INS. CO. PHYSICAL; Account Number: 0000-000-0 Reference: PPN and Prin.: $ ; Int.: $ (2) Payment notices, audit confirmations and related correspondence to: American General Life Insurance Company (PA40) c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: Private Placements Portfolio Administration (3) Duplicate payment notices (only) to: American General Life Insurance Company (PA40) c/o State Street Bank Corporation, Insurance Services SCHEDULE A (4) Compliance reporting information to: AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: Private Placements Compliance * Note: Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment adviser. (5) MPR Share to be issued in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.nominee name of: AGL-DEL (Tax ID #: 00-0000000) (6) Tax ID Number for American General Life Insurance Company: 00-0000000

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXXXX MLP INVESTMENT COMPANY By /s/ XXXXX XXXX Name: Xxxxx Xxxx Title: Chief Financial Officer Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby waive trial by jury accepted and agreed to as of the date thereof. THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK AMERICAN HOME ASSURANCE COMPANY UNITED GUARANTY MORTGAGE INSURANCE COMPANY OF NORTH CAROLINA By: AIG Asset Management (U.S.), LLC, as Investment Adviser By /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By /s/ XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Managing Director BANNER LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By /s/ XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By /s/ XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in any action brought fact, on or with respect behalf of Xxxxxxx National Life Insurance Company By /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to this Agreementas of the date thereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By /s/ XXXXXX XXXXX Name: Xxxxxx Xxxxx Its: Authorized Representative Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By /s/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Counsel By /s/ XXXXXXXXXXX X. XXXXXXXXX Name: Xxxxxxxxxxx X. Xxxxxxxxx Title: Vice President and Associate General Counsel Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the Notes or any other document executed in connection herewith or therewithdate thereof. ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA By: /s/ XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxx Title: Assistant Treasurer Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. MINNESOTA LIFE INSURANCE COMPANY SBLI USA MUTUAL LIFE INSURANCE COMPANY, INC. UNITED INSURANCE COMPANY OF AMERICA COLORADO BANKERS LIFE INSURANCE COMPANY CATHOLIC LIFE INSURANCE By: Advantus Capital Management, Inc. By /s/ XXXXXXXX X. XXXXXXXX Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. CMFG LIFE INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor By /s/ XXXXX X. XXXXXXXX Name: Xxxxx X. Xxxxxxxx Title: Managing Director, Investments Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Constituent Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Constituent Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Constituent Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 23.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 19 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Constituent Company agrees that such service upon receipt (a1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the a Constituent Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. The parties hereto execution hereof by the Purchasers shall constitute a contract among the Company, the Parent Guarantor and the Purchasers for the uses and purposes and on the terms hereinabove set forth. Very truly yours, HAWAII ELECTRIC LIGHT COMPANY, INC. Xxxxx X.X. Xxxxxxxx Financial Vice President Xxxxx Xxx Xxxxxx Treasurer HAWAIIAN ELECTRIC COMPANY, INC. Xxxxx X.X. Xxxxxxxx Senior Vice President and Chief Financial Officer Xxxxx Xxx Xxxxxx Treasurer This Agreement is hereby waive trial acceptedand agreed to as of the date thereof. THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORKEAGLESTONE REINSURANCE COMPANY By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ Xxxxxxx ReynoldsName: Xxxxxxx ReynoldsTitle: Vice President This Agreement is hereby acceptedand agreed to as of the date thereof. XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.) By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby acceptedand agreed to as of the date thereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Managing Director Name and Address of Holder Principal Amount of Notes to be Purchased The United States Life Insurance Company in the City of New York c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04Houston, Texas 77019-2155 $4,000,000 (1) All payments to be by jury wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided separately to the Company (2) Payment notices, audit confirmations and related note correspondence to: The United States Life Insurance Company in any action brought on or the City of New York (PA77)c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04Houston, Texas 77019-2155Attn: Private Placements Portfolio Operations Email: XXXXXXXXXXXXXXXXXXXXXXXXXXXX@xxx.xxx (3) Duplicate payment notices (only) to: The United States Life Insurance Company in the City of New York (PA77) c/o State Street Bank Corporation, Insurance Services Fax: (000) 000-0000 (4) Compliance reporting information (financial docs, officer’s certificates, etc.) to: AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04Houston, Texas 77019-2155Attn: Private Placements ComplianceEmail: xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxx.xxx * Note: Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment adviser. (5) Delivery of the Notes: Provided separately to the Company (6) Tax Identification No.: Provided separately to the Company Nominee Name: OCEANWHALE & CO. Name and Address of Holder Principal Amount of Notes to be Purchased Eaglestone Reinsurance Company c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04Houston, Texas 77019-2155 $2,000,000 (1) All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: Provided separately to the Company (2) Payment notices, audit confirmations and related note correspondence to: Eaglestone Reinsurance Company (554920)c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04Houston, Texas 77019-2155Attn: Private Placements Portfolio Operations Email: XXXXXXXXXXXXXXXXXXXXXXXXXXXX@xxx.xxx (3) Duplicate payment notices (only) to: Eaglestone Reinsurance Company (554920) x/x Xxx Xxxx xx Xxx Xxxx Xxxxxx Attn: P & I Department Fax: (000) 000-0000 (4) Compliance reporting information (financial docs, officer’s certificates, etc.) to:: AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04Houston, Texas 77019-2155Attn: Private Placements ComplianceEmail: xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxx.xxx * Note: Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment adviser. (5) Delivery of the Notes: Provided separately to the Company (6) Tax Identification No.: Provided separately to the Company Nominee Name: HARE & CO., LLC Name and Address of Holder Principal Amount of Notes to be Purchased Xxxx Xxxxxxx Life Insurance Company (U.S.A.) c/o Xxxx Xxxxxxx Financial Services197 Clarendon XxxxxxXxxxxx, XX 00000 $13,000,000 (1) All payments to be by bank wire transfer of immediately available funds to: Provided separately to the Company (2) All notices with respect to this Agreementpayments, prepayments (scheduled and unscheduled, whether partial or in full) and audit requests shall be sent to: Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Investment Administration Fax Number: (000) 000-0000 Email: XxxxxxxxxxXxxxxxxxxxxxxx@xxxxxxxx.xxx (3) All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: Xxxx Xxxxxxx Financial Services197 Clarendon StreetBoston, MA 02116Attention: Bond and Corporate Finance, X-0xxxxxxxxx@xxxxxxxx.xxx (4) All other communications: Xxxx Xxxxxxx Financial Services197 Clarendon Street Boston, MA 02116Attention: Investment Law, C-3Fax Number: (000) 000-0000 and Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Bond and Corporate Finance, C-2Email Address: Xxxxxxxxx@xxxxxxxx.xxx (5) Delivery of the Notes: Provided separately to the Company (6) Tax Identification No.: Provided separately to the Company Nominee Name: None Name and Address of Holder Principal Amount of Notes or any to be Purchased Connecticut General Life Insurance Companyc/o Cigna Investments, Inc.Attention: Fixed Income SecuritiesWilde Building, X0XXX000 Xxxxxxx Xxxxx Xx Xxxxxxxxxx, Connecticut 06002 $6,000,000 (1) All payments by wire transfer of immediately available funds to: Provided separately to the Company (2) Address for notices relating to payments: CIG & Co. c/o Cigna Investments, Inc. Attention: Fixed Income Securities Wilde Building, A5PRI 000 Xxxxxxx Xxxxx Xx Xxxxxxxxxx, Connecticut 06002 E-Mail: XXXXxxxxXxxxxxXxxxxxxxxx@Xxxxx.xxx (3) Address for all other document executed in connection herewith or therewithnotices: CIG & Co. c/o Cigna Investments, Inc. Attention: Fixed Income Securities Wilde Building, A5PRI 000 Xxxxxxx Xxxxx Xx Xxxxxxxxxx, Connecticut 06002 E-Mail: XXXXxxxxXxxxxxXxxxxxxxxx@Xxxxx.xxx (4) Delivery of Notes: Provided separately to the Company (5) Tax Identification No.: Provided separately to the Company Nominee Name: CIG & Co. 47934-0000 CH2\17380855 1

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes any Supplement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18(iv) or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. The parties hereto execution hereof by the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. Very truly yours, HAWAIIAN ELECTRIC INDUSTRIES, INC. By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Financial Vice President, Treasurer and Chief Financial Officer By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President-Finance, Controller and Chief Accounting Officer This Agreement is hereby waive trial accepted and agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxxxxx Xxxxxx Vice President PRUCO LIFE INSURANCE COMPANY By: /s/ Xxxxxxxx Xxxxxx Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: /s/ Xxxxxxxx Xxxxxx Vice President PRUDENTIAL RETIREMENT GUARANTEED COST BUSINESS TRUST By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxxxx Xxxxxx Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxxxx Xxxxxx Vice President PHYSICIANS MUTUAL INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxxxx Xxxxxx Vice President BCBSM, INC. DBA BLUE CROSS AND BLUE SHIELD OF MINNESOTA By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxxxx Xxxxxx Vice President This Agreement is hereby accepted and agreed to as of the date thereof. ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY ING LIFE INSURANCE AND ANNUITY COMPANY RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK By: ING Investment Management LLC, as Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President This Agreement is hereby accepted and agreed to as of the date thereof. NATIONWIDE LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date thereof. MODERN WOODMEN OF AMERICA By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Treasurer & Investment Manager This Agreement is hereby accepted and agreed to as of the date thereof. CUNA MUTUAL INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc. acting as Investor Advisor By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director, Investments This Agreement is hereby accepted and agreed to as of the date thereof. COUNTRY LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director – Fixed Income COUNTRY MUTUAL INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director – Fixed Income This Agreement is hereby accepted and agreed to as of the date thereof. FARM BUREAU LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Securities Vice President Name and Address of Purchaser Principal Amount of Tranche 1 Notes to be Purchased Principal Amount of Tranche 2 Notes to be Purchased THE PRUDENTIAL INSURANCE COMPANY OF AMERICA c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 $9,813,319.50 $0 (1) All payments on account of Notes held by jury such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account Name: Prudential Managed Portfolio Account No.: P86188 (please do not include spaces) Each such wire transfer shall set forth the name of the Company, a reference to “4.41% Series 2011A, Senior Notes, Tranche 1, due 2016, Security No. INV11366, PPN 419870 E@5” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) All notices of payments and written confirmations of such wire transfers: The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Xxxxxxxx and Collections (3) All other communications: The Prudential Insurance Company of America c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Electric Finance Group (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (5) Name of Nominee in any action brought which Notes are to be issued: None Tax Identification Number: 00-0000000 Name and Address of Purchaser Principal Amount of Tranche 1 Notes to be Purchased Principal Amount of Tranche 2 Notes to be Purchased PRUCO LIFE INSURANCE COMPANY c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 $18,600,000 $0 (1) All payments on or with respect account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account No.: P86192 (please do not include spaces) Account Name: Pruco Life Private Placement Each such wire transfer shall set forth the name of the Company, a reference to this Agreement“4.41% Series 2011A, Senior Notes, Tranche 1, due 2016, Security No. INV11366, PPN 419870 E@5” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) All notices of payments and written confirmations of such wire transfers: Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Xxxxxxxx and Collections (3) All other communications: Pruco Life Insurance Company c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Electric Finance Group (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (5) Name of Nominee in which Notes or any are to be issued: None Tax Identification Number: 00-0000000 Name and Address of Purchaser Principal Amount of Tranche 1 Notes to be Purchased Principal Amount of Tranche 2 Notes to be Purchased PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 $1,616,018.10 $0 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account No.: P86202 (please do not include spaces) Account Name: Pruco Life of New Jersey Private Placement Each such wire transfer shall set forth the name of the Company, a reference to “4.41% Series 2011A, Senior Notes, Tranche 1, due 2016, Security No. INV11366, PPN 419870 E@5” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) All notices of payments and written confirmations of such wire transfers: Pruco Life Insurance Company of New Jersey c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Xxxxxxxx and Collections (3) All other document executed communications: Pruco Life Insurance Company of New Jersey c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Electric Finance Group (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (5) Name of Nominee in connection herewith or therewithwhich Notes are to be issued: None Tax Identification Number: 00-0000000 Name and Address of Purchaser Principal Amount of Tranche 1 Notes to be Purchased Principal Amount of Tranche 2 Notes to be Purchased PRUDENTIAL RETIREMENT GUARANTEED COST BUSINESS TRUST c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 $1,010,662.40 $0 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No. 000000000 Beneficiary Account Name: North American Beneficiary Account No.: 9009000168 BBI: Account of Prudential for G09966 PRIAC GC PVT Each such wire transfer shall set forth the name of the Company, a reference to “4.41% Series 2011A, Senior Notes, Tranche 1, due 2016, Security No. INV11366, PPN 419870 E@5” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. (2) All notices of payments and written confirmations of such wire transfers: Pru & Co c/o Prudential Investment Management, Inc. Attn: Private Placement Trade Management PRIAC Administration Gateway Center Four, 7th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (3) All other communications: Prudential Retirement Guaranteed Cost Business Trust c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 Attention: Managing Director, Electric Finance Group

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder Holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by ANNEX A-47 mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder Holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) In addition to and notwithstanding the provisions of Section 22.8(b) above, the Company hereby irrevocably appoints CT Corporation System as its agent to receive on its behalf and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Company, in care of the process agent at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the Company hereby irrevocably authorizes and directs the process agent to accept such service on its behalf. If for any reason the process agent ceases to be available to act as process agent, the Company agrees immediately to appoint a replacement process agent satisfactory to the Required Holders. (d) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder Holder of a Note to serve process in any manner permitted by law, or limit any right that the holders Holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ive) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder Holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder Holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The SCHEDULE A-44 Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) In addition to and notwithstanding the provisions of Section 22.8(b) above, the Company hereby irrevocably appoints CT Corporation System as its agent to receive on its behalf and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Company, in care of the process agent at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the Company hereby irrevocably authorizes and directs the process agent to accept such service on its behalf. If for any reason the process agent ceases to be available to act as process agent, the Company agrees immediately to appoint a replacement process agent satisfactory to the Required Holders. (d) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder Holder of a Note to serve process in any manner permitted by law, or limit any right that the holders Holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ive) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company The Obligors irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings the Obligors irrevocably waive and the Company irrevocably waives and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company consents The Obligors consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 23.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 19 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees said Section. The Obligors agree that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company Obligors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Oaktree Capital Management, L.P. Note and Guaranty Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Obligors, whereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, OAKTREE CAPITAL MANAGEMENT, L.P. By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice Chairman By /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Principal and Chief Financial Officer OAKTREE CAPITAL I, L.P. By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice Chairman By /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer OAKTREE CAPITAL II, L.P. By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice Chairman By /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer OAKTREE AIF INVESTMENTS, L.P. By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice Chairman By /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Financial Officer Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date hereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Its: Managing Director THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Its: Authorized Representative Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director C.M. LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY GENERAL AMERICAN LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director FIRST METLIFE INVESTORS INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager METLIFE INSURANCE COMPANY USA By: Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. PHOENIX LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Managing Director PHL VARIABLE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Its Duly Authorized Officer DEFINED TERMS As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-non exclusive jurisdiction of any New York State state or federal Federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of priority mail), postage prepaid, return receipt requested, to it at its address or delivering a copy thereof in the manner for delivery of notices specified in paragraph 12I or at such other address of which such holder shall then have been notified pursuant Section 18, to paragraph 12I. Each of Holdings and the it. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, POLARIS INDUSTRIES INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President — Finance and Chief Financial Officer The parties hereto hereby waive trial foregoing is agreed to as of the date thereof. METLIFE REINSURANCE COMPANY OF VERMONT by jury in any action brought on or with respect Metropolitan Life Insurance Company, its Investment Manager METLIFE INVESTORS USA INSURANCE COMPANY by Metropolitan Life Insurance Company, its Investment Manager MISSOURI REINSURANCE (BARBADOS), INC. by Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director The foregoing is agreed to this Agreementas of the date thereof. ING LIFE INSURANCE AND ANNUITY COMPANY ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK By: ING Investment Management LLC, as Agent By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President The foregoing is agreed to as of the date thereof. By: /s/ Xxxxxxx Xxxxxxx Vice President By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By: /s/ Xxxxxxx Xxxxxxx Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxxx Xxxxxxx Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxxx Xxxxxxx Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxxx Xxxxxxx Vice President The foregoing is agreed to as of the date thereof. By: Babson Capital Management LLC as Investment Adviser By: /s/ Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director The foregoing is agreed to as of the date thereof. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company Obligor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. The parties hereto hereby waive trial execution hereof by jury the Purchasers shall constitute a contract among the Obligors and the Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any action brought number of counterparts, each executed counterpart constituting an original but all together only one agreement. Very truly yours, FAMILY DOLLAR STORES, INC. By /s/ R. Xxxxx Xxxxx Name: R. Xxxxx Xxxxx Title: Vice Chairman, Chief Financial Officer and Chief Administrative Officer FAMILY DOLLAR, INC. By /s/ R. Xxxxx Xxxxx Name: R. Xxxxx Xxxxx Title: Vice Chairman, Chief Financial Officer and Chief Administrative Officer Accepted as of the date first written above. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President GIBRALTAR LIFE INSURANCE CO., LTD. By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President AMERICAN BANKERS INSURANCE COMPANY OF FLORIDA, INC. By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President AMERICAN MEMORIAL LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President UNION SECURITY INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President TIME INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY ING LIFE INSURANCE AND ANNUITY COMPANY SECURITY LIFE OF DENVER INSURANCE COMPANY By: ING Investment Management LLC, as Agent By /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President ALLSTATE INSURANCE COMPANY By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Authorized Signatories ALLSTATE LIFE INSURANCE COMPANY By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Authorized Signatories ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Authorized Signatories MIDLAND NATIONAL LIFE INSURANCE COMPANY By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President THRIVENT FINANCIAL FOR LUTHERANS By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Portfolio Manager UNITED OF OMAHA LIFE INSURANCE COMPANY By /s/ Xxxxx X. Xxxxxxxx, Xx. Name: Xxxxx X. Xxxxxxxx, Xx. Title: First Vice President BANC OF AMERICA SECURITIES LLC By /s/ Xxxx X. XxXxxxxxx Name: Xxxx X. XxXxxxxxx Title: Principal MODERN WOODMEN OF AMERICA By /s/ X.X. Xxxxx Name: X.X. Xxxxx Title: National Secretary SECURITY FINANCIAL LIFE INSURANCE CO. By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Director - Investments ASSURITY LIFE INSURANCE COMPANY By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Director - Investments ING USA ANNUITY AND LIFE INSURANCE COMPANY c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Private Placements Fax Number: (000) 000-0000 A $12,000,000 Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Family Dollar Stores, Inc. and Family Dollar, Inc., 5.41 Series 2005-A Senior Notes, Tranche A due September 27, 2015 PPN 30704@ AA 2, principal, premium or interest”) to: The Bank of New York BFN: (for scheduled principal and interest payments) OR BFN: (for all payments other than scheduled principal and interest) ABA # Ref.: ING USA Annuity and Life Company, Acct. No. and PPN 30704@ AA 2 Notices All notices with respect to this Agreementpayments and written confirmation of each such payment to be addressed: ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Operations/Settlements Fax Number: (000) 000-0000 All other notices and communications to be addressed as follows with a copy to the address first provided above: ING Investment Management LLC 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: Xxx Xxxxxx Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 RELIASTAR LIFE INSURANCE COMPANY c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Private Placements Fax Number: (000) 000-0000 A $12,000,000 Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Family Dollar Stores, Inc. and Family Dollar, Inc., 5.41 Series 2005-A Senior Notes, Tranche A due September 27, 2015 PPN 30704@ AA 2, principal, premium or interest”) to: The Bank of New York BFN: (for scheduled principal and interest payments) OR BFN: (for all payments other than scheduled principal and interest) ABA # Ref.: ReliaStar Life Insurance Company, Acct. No. and PPN 30704@ AA 2 Notices All notices with respect to payments and written confirmation of each such payment to be addressed: ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Operations/Settlements Fax Number: (000) 000-0000 All other notices and communications to be addressed as follows with a copy to the address first provided above: ING Investment Management LLC 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: Xxx Xxxxxx Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 ING LIFE INSURANCE AND ANNUITY COMPANY c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Private Placements Fax Number: (000) 000-0000 A $12,000,000 Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Family Dollar Stores, Inc. and Family Dollar, Inc., 5.41 Series 2005-A Senior Notes, Tranche A due September 27, 2015 PPN 30704@ AA 2, principal, premium or interest”) to: The Bank of New York BFN: (for scheduled principal and interest payments) OR BFN: (for all payments other than scheduled principal and interest) ABA # Attention: P&I Department Ref.: ING Life Insurance and Annuity Company, Acct. No. and PPN 30704@ AA 2 Notices All notices with respect to payments and written confirmation of each such payment to be addressed: ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Operations/Settlements Fax Number: (000) 000-0000 All other notices and communications to be addressed as follows with a copy to the address first provided above: ING Investment Management LLC 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: Xxx Xxxxxx Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 SECURITY LIFE OF DENVER INSURANCE COMPANY c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Private Placements Fax Number: (000) 000-0000 A $4,000,000 Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Family Dollar Stores, Inc. and Family Dollar, Inc., 5.41 Series 2005-A Senior Notes, Tranche A due September 27, 2015 PPN 30704@ AA 2, principal, premium or interest”) to: The Bank of New York BFN: (for scheduled principal and interest payments) OR BFN: (for all payments other than scheduled principal and interest) ABA # Attention: P&I Department Reference: Security Life of Denver Insurance Company, Account No. and PPN 30704@ AA 2 Notices All notices with respect to payments and written confirmation of each such payment to be addressed: ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Operations/Settlements Fax Number: (000) 000-0000 All other notices and communications to be addressed as follows with a copy to address first provided above: ING Investment Management LLC 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: Xxx Xxxxxx Phone: (000) 000-0000 Fax Number: (000) 000-0000 Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 ALLSTATE LIFE INSURANCE COMPANY 0000 Xxxxxxx Xxxx, STE G5D Northbrook, Illinois 60062-7127 Attention: Private Placements Department Telephone Number: (000) 000-0000 Telecopier Number: (000) 000-0000 A $5,000,000 $5,000,000 $2,400,000 Payments All payments by Fedwire transfer of immediately available funds or ACH payments, identifying the name of the Issuer, the Notes Private Placement Number and the payment as principal, interest or any other document executed premium in connection herewith or therewith.the format as follows: Bank: ABA#: Account name: Account #: Reference: OBI PPN 30704@ AA 2, Family Dollar Stores, Inc. and Family Dollar, Inc., 5.41 Series 2005-A Senior Notes, Tranche A due September 27, 2015, Payment Due Date (09/27/2015) and the type and amount of payment being made. For Example: P (enter “P” and the amount of principal being remitted, for example, P5000000.00) I (enter “I” and the amount of interest being remitted, for example, I225000.00)

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsBonds. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of Holdings the nature referred to in Section 16.6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of Notes Bonds in any suit, action or proceeding of the nature referred to in paragraph 12P(i) this Agreement by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 13 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiid) Nothing in this paragraph 12P Section 16.6 shall affect the right of any holder of a Note Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Bonds may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ive) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE BONDS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. The parties hereto execution hereof by the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. Very truly yours, Northwest Natural Gas Company By: Name: Xxxxx X. Xxxxxx Title: Vice President, Chief Accounting Officer, Controller, and Treasurer This Agreement is hereby waive trial accepted and agreed to as of the date hereof. American General Life Insurance Company By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: Name: Xxxxxx X. Xxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. The Northwestern Mutual Life Insurance Company By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: Name: Xxxxxxx X. Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. RBC Life Insurance Company By: Name: Title: Xxxx X'Xxxxxxx President & CEO ______________ By: Name: Xxxxxxx Xxxxx Title: VP, Insurance Investments This Agreement is hereby accepted and agreed to as of the date hereof. New York Life Insurance Company By: NYL Investors LLC, its Investment Manager By: Name:Xxxxxx X. Xxxxxxx Title: Director New York Life Insurance And Annuity Corporation By: NYL Investors LLC, its Investment Manager By: Name: Xxxxxx X. Xxxxxxx Title: Director New York Life Insurance And Annuity Corporation Institutionally Owned Life Insurance Separate Account (Boli 30c) By: NYL Investors LLC, its Investment Manager By: Name: Xxxxxx X. Xxxxxxx Title: Director UG- - NWN Statement Establishing Compliance Exhibit D / Page 32 of 70 Northwest Natural Gas Company Bond Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. The Canada Life Assurance Company By: By: Name of and Address of Purchaser Principal Amount of Mortgage Bonds to be Purchased All payments to be by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.bank wire transfer of immediately available funds to:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings The Company and the REIT agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. American Assets Trust, L.P. Note Purchase Agreement (c) The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiid) Nothing in this paragraph 12P Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ive) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. -45- American Assets Trust, L.P. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, AMERICAN ASSETS TRUST, L.P. By: AMERICAN ASSETS TRUST, INC., its General Partner By: /s/ XXXXXX XXXX Name: Xxxxxx Xxxx Title: President and Chief Executive Officer By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer AMERICAN ASSETS TRUST, INC. By: /s/ XXXXXX XXXX Name: Xxxxxx Xxxx Title: President and Chief Executive Officer By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date hereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ THE PRUDENTIAL INSURANCE COMPANY OF AMERICA American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby accepted and agreed to as of the Notes or any other document executed in connection herewith or therewith.date hereof. PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY By: PGIM, Inc., as investment manager By: /s/ PGIM, Inc. American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby accepted and agreed to as of the date hereof. ZURICH AMERICAN INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ PRUDENTIAL PRIVATE PLACEMENT INVESTORS, INC. American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby accepted and agreed to as of the date hereof. METROPOLITAN LIFE INSURANCE COMPANY By: /s/ METROPOLITAN LIFE INSURANCE COMPANY American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby accepted and agreed to as of the date hereof. METLIFE INSURANCE COMPANY USA by: Metlife Investment Advisors, LLC, Its Investment Manager METLIFE INSURANCE K.K. by: Metlife Investment Advisors, LLC, Its Investment Manager ERIE FAMILY LIFE INSURANCE COMPANY by: Metlife Investment Advisors, LLC, Its Investment Manager By: /s/ METLIFE INVESTMENT ADVISORS, LLC American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby accepted and agreed to as of the date hereof. UNION FIDELITY LIFE INSURANCE COMPANY by: Metlife Investment Advisors, LLC, Its Investment Adviser By: /s/ METLIFE INVESTMENT ADVISORS, LLC -52- American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby accepted and agreed to as of the date hereof. COMPANION LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ PRUDENTIAL PRIVATE PLACEMENT INVESTORS, INC. MUTUAL OF OMAHA INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ PRUDENTIAL PRIVATE PLACEMENT INVESTORS, INC. UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ PRUDENTIAL PRIVATE PLACEMENT INVESTORS, INC. -53-

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(ithis Section 24.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 19 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company Obligor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 24.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President & Chief Executive Officer By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: GETTY PROPERTIES CORP., its General Partner By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: GETTY PROPERTIES CORP., its sole member By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer This Agreement is hereby accepted and agreed to as of the date hereof. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxx Title: Vice President Name: Xxxxxx Xxxxxxx By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxx Xxxxxxx Title: Vice President Name: Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx Title: Assistant Vice President Name: Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx Title: Assistant Vice President Name: Xxxxxx Xxxxxxx By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxx Xxxxxxx Title: Vice President Name: Xxxxxx Xxxxxxx By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxx Xxxxxxx Title: Vice President Name: Xxxxxx Xxxxxxx By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxx Xxxxxxx Title: Vice President Name: Xxxxxx Xxxxxxx By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxxx Xxxxxxx Title: Vice President Name: Xxxxxx Xxxxxxx SCHEDULE A INFORMATION RELATING TO PURCHASERS

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company The Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes or the other Transaction DocumentsGuaranty. To the fullest extent permitted by applicable law, each of Holdings and the Company Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company The Guarantor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 15.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 12 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company said Section. The Guarantor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 15.8 shall affect the right of any holder of a Note Holder to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewithTHE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTY OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.9(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company Obligor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.9 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company an Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. The execution hereof by the Purchasers shall constitute a contract among the Obligors and the Purchasers for the uses and purposes hereinabove set forth. Bxxx, Inc. By: Name: Oxxx Xxxxx Title: Treasurer Bxxx Administration Company By: Name: Oxxx Xxxxx Title: Treasurer Belk International, Inc. By: Name: Oxxx Xxxxx Title: Treasurer Bxxx Stores Services, Inc. By: Name: Oxxx Xxxxx Title: Treasurer Bxxx-Xxxxxxx Company, Greenville, South Carolina By: Name: Oxxx Xxxxx Title: Treasurer The Bxxx Center, Inc. By: Name: Oxxx Xxxxx Title: Treasurer United Electronic Services, Inc. By: Name: Oxxx Xxxxx Title: Treasurer Belk Accounts Receivable, LLC By: Name: Oxxx Xxxxx Title: Treasurer Bxxx Stores of Virginia LLC By: Name: Oxxx Xxxxx Title: Treasurer Belk Gift Card Company LLC By: Name: Oxxx Xxxxx Title: Treasurer Belk Merchandising, LLC By: Name: Oxxx Xxxxx Title: Treasurer Xxxx Xxxxx Holdings LLC By: Name: Oxxx Xxxxx Title: Treasurer Belk Department Stores LP By: Bxxx, Inc., its General Partner By: Name: Oxxx Xxxxx Title: Treasurer Accepted as of the date first written above. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Vice President UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY By: Prudential Investment Management, Inc., as investment manager By: Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA $ 110,050,000.00 $ 71,600,000.00 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 (2) Address for all notices relating to payments: The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Bxxxxxxx and Collections (3) Address for all other communications and notices: The Prudential Insurance Company of America c/o Prudential Capital Group 1000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Managing Director Schedule A (to Note Purchase Agreement) (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Prudential Capital Group 1000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Mxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Fee amount to account P86188 $ 4,009.60 Fee amount to account P86189 $ 2,153.20 UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY $ 7,500,000.00 $ 7,500,000.00 (1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY (2) Address for all notices relating to payments: Universal Prudential Arizona Reinsurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Bxxxxxxx and Collections (3) Address for all other communications and notices: Universal Prudential Arizona Reinsurance Company c/o Prudential Capital Group 1000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Managing Director (4) Recipient of telephonic prepayment notices: Manager, Trade Management Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 (5) Address for Delivery of Notes: Send physical security by nationwide overnight delivery service to: Prudential Capital Group 1000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Mxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Fee amount payable: $ 420.00 PURCHASER SCHEDULE UNITED OF OMAHA LIFE INSURANCE COMPANY $ 7,450,000.00 $ 7,450,000.00 (1) All principal, interest and Make-Whole Amount payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank (2) All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank (3) Address for all notices relating to payments: JPMorgan Chase Bank 10000 Xxxxxx Xxxxxxx - 00xx Xxxxx Xxxxxx, XX 00000-0000 Attn: Income Processing — G. Xxxx a/c: G09588 (4) Address for all other communications and notices: Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 1000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Managing Director (5) Address for Delivery of Notes: (a) Send physical security by nationwide overnight delivery service to: JPMorgan Cxxxx Xxxx 0 Xxx Xxxx Xxxxx Xxxxxx Xxxxx Receive Window Nxx Xxxx, XX 00000 (b) Send copy by nationwide overnight delivery service to: Prudential Capital Group Gateway Center 4 100 Xxxxxxxx, 0xx Xxxxx Xxxxxx, XX 00000 Attention: Trade Management, Manager Telephone: (000) 000-0000 Fee amount payable: $ 417.20 As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes any Supplement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ii) Each of Holdings and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees that such service upon receipt (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iii) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivc) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ARCH CHEMICALS, INC. By /s/ W. Xxxx Xxxx Name: W. Xxxx Xxxx Title: Treasurer This Agreement is hereby waive trial accepted and agreed to as of the date thereof. ING LIFE INSURANCE AND ANNUITY COMPANY ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK By: ING Investment Management LLC, as Agent By /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President NEW YORK LIFE INSURANCE COMPANY By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By New York Life Investment Management LLC, its Investment Manager By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By New York Life Investment Management LLC, its Investment Manager By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By New York Life Investment Management LLC, its Investment Manager By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By New York Life Investment Management LLC, its Investment Manager By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Director FORETHOUGHT LIFE INSURANCE COMPANY By New York Life Investment Management LLC, Its Investment Manager By /s/ A. Post Xxxxxxx Name: A. Post Xxxxxxx Title: Director METROPOLITAN LIFE INSURANCE COMPANY METLIFE INVESTORS INSURANCE COMPANY By: Metropolitan Life Insurance Company, for itself and as investment manager for the above entity By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director C.M. LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY By /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President, Investments By /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Assistant Vice President, Investments THE GREAT-WEST LIFE ASSURANCE COMPANY By /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President, Investments, GWL&A By /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Assistant Vice President, Investments, GWL&A CUNA MUTUAL INSURANCE SOCIETY CUMIS INSURANCE SOCIETY, INC. By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Director, Investments SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Portfolio Manager INFORMATION RELATING TO PURCHASERS NAMES AND ADDRESS OF PURCHASER CLOSING DATE PRINCIPAL AMOUNT OF SERIES 2010-A NOTES TO BE PURCHASED ING LIFE INSURANCE AND ANNUITY COMPANY September 9, 2010 $ 11,000,000 c/o ING Investment Management LLC December 31, 2010 $ 11,000,000 Payments All payments on account of the Notes held by jury in any action brought such purchaser shall be made by wire transfer of immediately available funds (identifying each payment as “Arch Chemicals, Inc., 4.00% Series 2010-A Senior Notes due December 31, 2017, PPN 03937R B*2, interest and principal”), for credit to: Each such wire transfer shall set forth the name of the Company, the full title (including the coupon rate, issuance date and final maturity date) of the Notes on or account of which such payment is made, a reference to the PPN, and the due date and application (as among principal, premium and interest) of the payment being made. Notices All notices with respect to this Agreementpayments and written confirmation of each such payment to be addressed: All other notices and communications to be addressed as first provided above. Name of Nominee in which Notes are to be issued: Taxpayer I.D. Number: Deliver Notes to: SCHEDULE A NAMES AND ADDRESS OF PURCHASER CLOSING DATE PRINCIPAL AMOUNT OF SERIES 2010-A NOTES TO BE PURCHASED ING USA ANNUITY AND LIFE INSURANCE COMPANY September 9, 2010 $ 9,200,000 c/o ING Investment Management LLC December 31, 2010 $ 9,200,000 Payments All payments on account of the Notes held by such purchaser shall be made by wire transfer of immediately available funds (identifying each payment as “Arch Chemicals, Inc., 4.00% Series 2010-A Senior Notes due December 31, 2017, PPN 03937R B*2, interest and principal”), for credit to: Each such wire transfer shall set forth the name of the Company, the full title (including the coupon rate, issuance date and final maturity date) of the Notes or any other document executed in connection herewith or therewithon account of which such payment is made, a reference to the PPN, and the due date and application (as among principal, premium and interest) of the payment being made.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsSeries 2009C Notes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Series 2009C Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 19.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 14 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 19.7 shall affect the right of any holder of a Series 2009C Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Series 2009C Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Series 2009C Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Series 2009C Note Purchase Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC. By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Its: Senior Vice President and Chief Financial Officer This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. MIDLAND NATIONAL LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Attorney In Fact NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE/ANNUITY By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Attorney In Fact XXXXXX XXXX LIFE- HM-LIC-AN By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Attorney In Fact MIDLAND NATIONAL LIFE INSURANCE CO RGA ANNUITY REINSURANCE By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Attorney In Fact XXXXXX XXXX LIFE INSURANCE CO.- HM-LIC-LF By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Attorney In Fact This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. TEXAS LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Attorney In Fact WILTON RE - HEALTH MARKETS By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Attorney In Fact This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By New York Life Investment Management LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By New York Life Investment Management LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By New York Life Investment Management LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By New York Life Investment Management LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director NYLIFE INSURANCE COMPANY OF ARIZONA By New York Life Investment Management LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Directors This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. PRUCO LIFE INSURANCE COMPANY By: /s/ Authorized Signatory Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager By: /s/ Authorized Signatory Vice President ZURICH AMERICAN INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Authorized Signatory Vice President PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY By: Prudential Investment Management, Inc., as investment manager By: /s/ Authorized Signatory Vice President This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. XXXX XXXXXXX LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Director XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Authorized Signatory This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. AMERICAN INVESTORS LIFE INSURANCE COMPANY AVIVA LIFE AND ANNUITY COMPANY By: Aviva Investors North America, Inc., its authorized attorney-in-fact By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: VP, Sr. PM-Private Placements This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY HARTFORD LIFE INSURANCE COMPANY By: Hartford Investment Management Company, Their: Agent and Attorney-in-Fact By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. MINNESOTA LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President WORLD INSURANCE COMPANY By: Advantus Capital Management, Inc. By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President FORT DEARBORN LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. By: Advantus Capital Management, Inc. By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. TRUSTMARK INSURANCE COMPANY By: Advantus Capital Management, Inc. By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President INDUSTRIAL-ALLIANCE PACIFIC LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President THE CATHOLIC AID ASSOCIATION By: Advantus Capital Management, Inc. By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President COLORADO BANKERS LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. MODERN WOODMEN OF AMERICA By: /s/ Xxxx X. Coin Name: Xxxx X. Coin Title: Treasurer & Investment Manager This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. AMERICAN UNITED LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: V.P. Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company, Its Agent By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: V.P. Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY, By: American United Life Insurance Company, Its Agent By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: V.P. Fixed Income Securities This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. BANKERS LIFE AND CASUALTY COMPANY CONSECO HEALTH INSURANCE COMPANY By: 40186 Advisors, Inc., acting as Investment Advisor By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. PROTECTIVE LIFE INSURANCE COMPANY (PLI) By /s/ Xxxxx X. Black Name: Xxxxx X. Black Title: Treasurer This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By /s/ Xxxxx Xxxxxxxxx, CFA Name: Xxxxx Xxxxxxxxx, CFA Title: Senior Portfolio Manager This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. CUNA MUTUAL INSURANCE SOCIETY By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor By /s/ Xxxxx X. Patch Name: Xxxxx X. Patch Title: Director, Private Placements This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof. COUNTRY LIFE INSURANCE COMPANY By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director — Fixed Income COUNTRY MUTUAL INSURANCE COMPANY By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director — Fixed Income COTTON STATES LIFE INSURANCE By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director — Fixed Income This Series 2009C Note Purchase Agreement is hereby accepted and agreed to as of the date thereof.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings The Company and the REIT agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. American Assets Trust, L.P. Note Purchase Agreement (c) The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiid) Nothing in this paragraph 12P Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ive) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. American Assets Trust, L.P. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, AMERICAN ASSETS TRUST, L.P. By: American Assets Trust, Inc., its General Partner By /s/ XXXXXX XXXX Name: Xxxxxx Xxxx Title: President and Chief Executive Officer By /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer AMERICAN ASSETS TRUST, INC. By /s/ XXXXXX XXXX Name: Xxxxxx Xxxx Title: President and Chief Executive Officer By /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer American Assets Trust, L.P. Note Purchase Agreement This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date hereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By /s/ THE PRUDENTIAL INSURANCE COMPANY OF AMERICA PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By PGIM, Inc., as investment manager By /s/ PGIM, Inc. PRUCO LIFE INSURANCE COMPANY By /s/ PRUCO LIFE INSURANCE COMPANY American Assets Trust, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the Notes or any other document executed in connection herewith or therewith.date hereof. AMERICAN GENERAL LIFE INSURANCE COMPANY THE VARIABLE ANNUITY LIFE INSURANCE COMPANY By: AIG Asset Management (U.S.), LLC, as Investment Adviser By /s/ AIG Asset Management (U.S.), LLC American Assets Trust, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. KNIGHTS OF COLUMBUS By: /s/ KNIGHTS OF COLUMBUS American Assets Trust, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. PACIFIC LIFE INSURANCE COMPANY By: /s/ PACIFIC LIFE INSURANCE COMPANY By /s/ PACIFIC LIFE INSURANCE COMPANY

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Note Party irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable lawApplicable Law, each of Holdings and the Company Note Party irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Note Party consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 23.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 19 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company Note Party agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable lawApplicable Law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company each Note Party in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.. The Brink's Company Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, The Brink’s Company By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Treasurer Pittston Services Group Inc. By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Treasurer Brink’s Holding Company By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Treasurer Brink’s, Incorporated By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Treasurer The Brink's Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Massachusetts Mutual Life Insurance Company By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director C.M. Life Insurance Company By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director The Brink's Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Allstate Life Insurance Company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Authorized Signatories The Brink's Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Nationwide Life Insurance Company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Authorized Signatory Name and Address of Purchaser Principal Amount of Series A Notes to Be Purchased Principal Amount of Series B Notes to Be Purchased Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 P.O. Box 15189 Springfield, Massachusetts 01115-5189 Attention: Securities Investment Division $19,000,000 $19,000,000 Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “The Brink’s Company, 4.57% Guaranteed Senior Unsecured Notes, Series A, due 2021, PPN 109696 A*5 and/or 5.20% Guaranteed Senior Unsecured Notes, Series B, due 2021, PPN 109696 A@3”, principal, premium or interest) to: MassMutual Co-Owned Account Citibank New York, New York ABA No. 000000000 Account No. 00000000 Re: Description of security, cusip, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (000) 000-0000 or (000) 000-0000. Notices All notices and communications to be addressed as first provided above, except notices with respect to payments to be addressed Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 000 P. O. Box 15189 Springfield, Massachusetts 01115-5189 Attention: Securities Custody and Collection Department Schedule A (to Note Purchase Agreement) Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 Name and Address of Purchaser Principal Amount of Series A Notes to Be Purchased Principal Amount of Series B Notes to Be Purchased

Jurisdiction and Process; Waiver of Jury Trial. (i) Each of Holdings and the Company The Guarantor irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Notes or the other Transaction Documents. To the fullest extent permitted by applicable law, each of Holdings and the Company Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ii) Each of Holdings and the Company . The Guarantor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) this Section by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it the Guarantor at its address specified in paragraph 12I Section 7 or at such other address of which such holder you shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company said Section. The Guarantor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthe Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial recognized courier or overnight delivery service. (iii) . Nothing in this paragraph 12P Section 11 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. THE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH. (iv) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive in personam -- -------- jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Notes, the Collateral Agency Agreement or the other Transaction DocumentsMortgage. To the fullest extent permitted by applicable law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of -- -------- any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 23.3(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it such Obligor at its address specified in paragraph 12I Section 19 or at such other address of which such holder you shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company Obligor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itsuch Obligor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 23.3 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings either or both of the Company Obligors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementEACH OBLIGOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewithTHE OTHER AGREEMENTS, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company The Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company The Issuer consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company said Section. The Issuer agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) In addition to and notwithstanding the provisions of Section 22.8(b) above, the Issuer hereby irrevocably appoints CT Corporation System as its agent to receive on its behalf and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Issuer, in care of the process agent at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, and the Issuer hereby irrevocably authorizes and directs the process agent to accept such service on its behalf. If for any reason the process agent ceases to be available to act as process agent, the Issuer agrees to immediately appoint a replacement process agent satisfactory to the Required Holders. Each of the parties hereby waives any right to stay or dismiss any action or proceeding under or in connection with any or all of this Agreement or any other Financing Document brought before the foregoing courts on the basis of forum non conveniens. (d) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ive) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Tortoise MLP Fund, Inc. Note Purchase Agreement (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder Holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder Holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder Holder of a Note to serve process in any manner permitted by law, or limit any right that the holders Holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.. Tortoise MLP Fund, Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Tortoise MLP Fund, Inc. By Name: P. Xxxxxxx Xxxxx Its: Chief Financial Officer Tortoise MLP Fund, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Metropolitan Life Insurance Company MetLife Reinsurance Company of South Carolina, Trust Account B, by Metropolitan Life Insurance Company, its Investment Manager By: Name: Title: Name of and Address of Purchaser Notes to Be Purchased Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $17,500,000 All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: XX Xxxxxx Xxxxx Bank ABA Routing #: XXXXXX Account No: XXXXXX Account Name: Metropolitan Life Insurance Company Ref: Tortoise MLP Fund, Inc., FRN, Series K, Due 9/9/2019 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. All notices and communications: Metropolitan Life Insurance Company Investments, Private Placements P. O. Box 1902, 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Fax Number: (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company P. O. Box 1902, 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx Xxxxxx, Esq. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: XXXXXX Name of and Address of Purchaser Notes to Be Purchased MetLife Reinsurance Company of South Carolina c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $17,500,000 All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: U.S. Bank N.A. ABA Routing #: XXXXXX DDA/General Acct No: XXXXXX For Further Credit For: XXXXXX Account Name: MRSC Trust B for the Benefit of MetLife Insurance Company of Connecticut ATTN: Xxxxx Xxxxxxxx (215) 761‑9337 or Xxxxxxxxxx Xxxxx (215) 761‑9340 Ref: XXXXXX -- Tortoise MLP Fund, Inc., FRN, Series K, Due 9/9/2019 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. All notices and communications: MetLife Reinsurance Company of South Carolina c/o Metropolitan Life Insurance Company Investments, Private Placements P. O. Box 1902, 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Fax Number: (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Reinsurance Company of South Carolina c/o Metropolitan Life Insurance Company P. O. Box 1902, 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx MetLife Reinsurance Company of South Carolina c/o Metropolitan Life Insurance Company Securities Investments, Law Department 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx Xxxxxx, Esq. Name in which Notes are to be issued: MetLife Reinsurance Company of South Carolina, Trust Account B Taxpayer I.D. Number: XXXXXX

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. STEPAN COMPANY NOTE PURCHASE AGREEMENT (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. STEPAN COMPANY NOTE PURCHASE AGREEMENT The parties hereto hereby waive trial execution hereof by jury the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any action brought number of counterparts, each executed counterpart constituting an original but all together only one agreement. Very truly yours, STEPAN COMPANY By Name: Xxxxx X. Xxxxxx Title: Vice President and Chief Financial Officer STEPAN COMPANY NOTE PURCHASE AGREEMENT Accepted as of the date first written above. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: Name: Title: CM LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: Name: Title: BANNER LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: Name: Title: MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By: Name: Title: STEPAN COMPANY NOTE PURCHASE AGREEMENT Accepted as of the date first written above. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Vice President THE GIBRALTAR LIFE INSURANCE CO., LTD. By: Prudential Investment Management Japan Co., Ltd. (as Investment Manager) By: Prudential Investment Management, Inc. (as Sub-Adviser) By: Vice President FARMERS NEW WORLD LIFE INSURANCE COMPANY PHYSICIANS MUTUAL INSURANCE COMPANY FARMERS INSURANCE EXCHANGE MID CENTURY INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: Vice President STEPAN COMPANY NOTE PURCHASE AGREEMENT Accepted as of the date first written above. THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By: Name: Title: THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: Name: Title: STEPAN COMPANY NOTE PURCHASE AGREEMENT Accepted as of the date first written above. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By Name: Title: LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By Name: Title: INFORMATION RELATING TO PURCHASERS NAME OF AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx – Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Attn: Securities Investment Division $22,700,000 All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or with respect other immediately available funds, (identifying each payment as “Stepan Company 3.95% Senior Notes, due July 10, 2027, PPN 858586 J*2” interest and principal), to: MassMutual Citibank New York, New York ABA # 000000000 Acct # 30510685 RE: Description of security, cusip, principal and interest split With advice of payment to this Agreementthe Treasury Operations Liquidity Management Department at Massachusetts Mutual Life Insurance Company at xxxxxxxxxxxx@xxxxxxxxxx.xxx or (000) 000-0000 (facsimile). Send Communications and Notices to: Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, the Notes or any Xxxxx 0000 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Send Notices on Payments to: Massachusetts Mutual Life Insurance Company 0000 Xxxxx Xxxxxx Treasury Operations Liquidity Management Xxxxxxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxxx With a copy to: Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx — Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000 SCHEDULE A STEPAN COMPANY NOTE PURCHASE AGREEMENT Electronic delivery of financials and other document executed in connection herewith or therewith.information to: Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx — Xxxxx 0000 Xxxxxxxxxxx, XX 00000 1. xxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx 2. xxxxxx@xxxxxxxxxxxxx.xxx

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 24.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 19 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company Obligor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 24.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. 4850-4933-9817 v1 If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Obligors. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President, Chief Financial Officer & Treasurer By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President, Chief Financial Officer & Treasurer By: GETTY PROPERTIES CORP., its General Partner By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President, Chief Financial Officer & Treasurer 4850-4933-9817 v1 By: GETTY PROPERTIES CORP., its sole member By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President, Chief Financial Officer & Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. By: Barings LLC as Investment Adviser By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director By: Barings LLC as Investment Adviser By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director By: Barings LLC as Investment Adviser By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director 4850-4933-9817 v1 1 [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. 4850-4933-9817 v1

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company The Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company The Issuer consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company said Section. The Issuer agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) In addition to and notwithstanding the provisions of Section 22.8(b) above, the Issuer hereby irrevocably appoints C T Corporation System as its agent to receive on its behalf and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Issuer, in care of the process agent at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, and the Issuer hereby irrevocably authorizes and directs the process agent to accept such service on its behalf. If for any reason the process agent ceases to be available to act as process agent, the Issuer agrees to immediately appoint a replacement process agent satisfactory to the Required Holders. Each of the parties hereby waives any right to stay or dismiss any action or proceeding under or in connection with any or all of this Agreement or any other Financing Document brought before the foregoing courts on the basis of forum non conveniens. (d) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ive) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. STEPAN COMPANY NOTE PURCHASE AGREEMENT (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. * * * * * -45- STEPAN COMPANY NOTE PURCHASE AGREEMENT The parties hereto hereby waive trial execution hereof by jury the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any action brought number of counterparts, each executed counterpart constituting an original but all together only one agreement. Very truly yours, STEPAN COMPANY By Name: Xxxxx X. Xxxxxx Title: Vice President and Chief Financial Officer STEPAN COMPANY NOTE PURCHASE AGREEMENT Accepted as of the date first written above. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: Name: Title: CM LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: Name: Title: BANNER LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: Name: Title: MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By: Name: Title: STEPAN COMPANY NOTE PURCHASE AGREEMENT Accepted as of the date first written above. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Vice President THE GIBRALTAR LIFE INSURANCE CO., LTD. By: Prudential Investment Management Japan Co., Ltd. (as Investment Manager) By: Prudential Investment Management, Inc. (as Sub-Adviser) By: Vice President FARMERS NEW WORLD LIFE INSURANCE COMPANY PHYSICIANS MUTUAL INSURANCE COMPANY FARMERS INSURANCE EXCHANGE MID CENTURY INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: Vice President STEPAN COMPANY NOTE PURCHASE AGREEMENT Accepted as of the date first written above. THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By: Name: Title: THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: Name: Title: -49- STEPAN COMPANY NOTE PURCHASE AGREEMENT Accepted as of the date first written above. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: Cigna Investments, Inc. (authorized agent) By Name: Title: LIFE INSURANCE COMPANY OF NORTH AMERICA By: Cigna Investments, Inc. (authorized agent) By Name: Title: INFORMATION RELATING TO PURCHASERS NAME OF AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx – Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Attn: Securities Investment Division $22,700,000 Payments All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or with respect other immediately available funds, (identifying each payment as “Stepan Company 3.95% Senior Notes, due July 10, 2027, PPN 858586 J*2” interest and principal), to: MassMutual Citibank New York, New York ABA # 000000000 Acct # 30510685 RE: Description of security, cusip, principal and interest split With advice of payment to this the Treasury Operations Liquidity Management Department at Massachusetts Mutual Life Insurance Company at xxxxxxxxxxxx@xxxxxxxxxx.xxx or (000) 000-0000 (facsimile). Notices Send Communications and Notices to: Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Send Notices on Payments to: Massachusetts Mutual Life Insurance Company 0000 Xxxxx Xxxxxx Treasury Operations Liquidity Management Xxxxxxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxxx With a copy to: Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx — Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000 SCHEDULE A (to Note Purchase Agreement) STEPAN COMPANY NOTE PURCHASE AGREEMENT Electronic delivery of financials and other information to: Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx — Xxxxx 0000 Xxxxxxxxxxx, XX 00000 With email notification to: 1. xxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx 2. xxxxxx@xxxxxxxxxxxxx.xxx Physical Delivery of Notes All securities should be registered to Massachusetts Mutual Life Insurance Company and sent via overnight mail to: Xxxxxx Xxxx, Counsel Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000-0000 Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxx@xxxxxxxxxxxxx.xxx Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 STEPAN COMPANY NOTE PURCHASE AGREEMENT NAME OF AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED BANNER LIFE INSURANCE COMPANY c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx – Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Attn: Securities Investment Division $5,000,000 Payments All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds, (identifying each payment as “Stepan Company 3.95% Senior Notes, due July 10, 2027, PPN 858586 J*2” interest and principal), to: BANNER LIFE INSURANCE COMPANY The Bank of New York/Mellon New York, New York ABA # 000000000 Acct Name: Banner Life Insurance Company Acct # GLA 111566 Attention: P&I Department RE: Description of security, cusip, principal and interest split Notices Send Communications and Notices, including notices on payments, to: Banner Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx – Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Electronic Delivery of Financials and other information to: Banner Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx – Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 With notification to: 1. xxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx 2. xxxxxx@xxxxxxxxxxxxx.xxx A-3 STEPAN COMPANY NOTE PURCHASE AGREEMENT Physical Delivery of Notes All securities should be registered to Hare & Co., LLC and sent via overnight mail to: Bank of New York Depository ineligible and physical issues: The Bank of New York One Wall Street – 3rd Floor/Window A Xxx Xxxx, XX 00000 For account: U.S. Bank N.A. #117612 With a copy to: Xxxxxx Xxxx, Counsel Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000-0000 Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxx@xxxxxxxxxxxxx.xxx Name of Nominee in which Notes are to be issued: Hare & Co., LLC Taxpayer I.D. Number: 00-0000000 A-4 STEPAN COMPANY NOTE PURCHASE AGREEMENT NAME OF AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED C.M. LIFE INSURANCE COMPANY c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx – Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Attn: Securities Investment Division $1,300,000 Payments All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or any other document executed immediately available funds, (identifying each payment as “Stepan Company 3.95% Senior Notes, due July 10, 2027, PPN 858586 J*2” interest and principal), to: XX Xxxxxx Xxxxx Bank New York, NY ABA # 000000000 Account Name: CM Life Insurance Company Account Number: 771061371 RE: Description of security, cusip, principal and interest split With advice of payment to the Treasury Operations Liquidity Management Department at Massachusetts Mutual Life Insurance Company at xxxxxxxxxxxx@xxxxxxxxxx.xxx or (000) 000-0000 (facsimile). Notices Send Communications and Notices to C.M. Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx – Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Electronic Delivery of Financials and other information to: C.M. Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx – Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Send Notices on Payments to C.M. Life Insurance Company Treasury Operations Liquidity Management 0000 Xxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxxx With a copy to: C.M. Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx – Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000 A-5 STEPAN COMPANY NOTE PURCHASE AGREEMENT With email notification to: 1. xxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx 2. xxxxxx@xxxxxxxxxxxxx.xxx Physical Delivery of Notes All securities should be registered to C.M. Life Insurance Company and sent via overnight mail to: Xxxxxx Xxxx, Counsel Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000-0000 Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxx@xxxxxxxxxxxxx.xxx Name of Nominee in connection herewith which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 STEPAN COMPANY NOTE PURCHASE AGREEMENT NAME OF AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MASSMUTUAL ASIA LIMITED c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx – Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Attn: Securities Investment Division $1,000,000 Payments All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or therewithother immediately available funds, (identifying each payment as “Stepan Company 3.95% Senior Notes, due July 10, 2027, PPN 858586 J*2” interest and principal), to: Xxxxxxx & Co. Citibank, N.A. ABA Number 000000000 Concentration Account 00000000 FFC: MassMutual Asia 849195 Name of Security/CUSIP Number With advice of payment to the Treasury Operations Liquidity Management Department at Massachusetts Mutual Life Insurance Company at xxxxxxxxxxxx@xxxxxxxxxx.xxx or (000) 000-0000 (facsimile). Notices Send Communications and Notices to MassMutual Asia Limited c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx – Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Electronic Delivery of Financials and other information to: MassMutual Asia Limited c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx – Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Send Notices on Payments to MassMutual Asia Limited Treasury Operations Liquidity Management 0000 Xxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxxx With a copy to: MassMutual Asia Limited c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx – Suite 2200 XX Xxx 00000 Xxxxxxxxxxx, XX 00000 A-7 STEPAN COMPANY NOTE PURCHASE AGREEMENT With email notification to: 1. xxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx 2. xxxxxx@xxxxxxxxxxxxx.xxx Send Corporate Action Notification to: Citigroup Global Securities Services Attn: Corporate Action Dept 0000 Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxx X Xxxxx 0 Xxxxx, XX 00000-0000 Physical Delivery of Notes All securities should be registered in Citibank’s nominee name of Xxxxxxx & Co. and sent via overnight mail to: Citibank NA 000 Xxxx Xxxxxx Xxxxx X Xxxxx Xxx Xxxx, XX 00000 Acct. #849195 With a copy to: Xxxxxx Xxxx, Counsel Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000-0000 Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxx@xxxxxxxxxxxxx.xxx Name of Nominee in which Notes are to be issued: Xxxxxxx & Co. STEPAN COMPANY NOTE PURCHASE AGREEMENT NAME OF AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED THE PRUDENTIAL INSURANCE COMPANY OF AMERICA c/o Prudential Capital Group Two Prudential Plaza 000 X. Xxxxxxx Avenue, Suite 5600 Chicago, IL 60601 Attention: Managing Director, Corporate Finance $10,000,000 Payments All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account Name: Motorola Account No.: P30875 (please do not include spaces) Each such wire transfer shall set forth the name of the Company, a reference to “3.95% Senior Notes due 10 July 2027, Security No. INV10081, PPN 858586J*2” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company Obligor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. The parties hereto hereby waive trial execution hereof by jury the Purchasers shall constitute a contract among the Obligors and the Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any action brought number of counterparts, each executed counterpart constituting an original but all together only one agreement. Very truly yours, FAMILY DOLLAR STORES, INC. By Name: R. Xxxxx Xxxxx Title: Vice Chairman, Chief Financial Officer and Chief Administrative Officer FAMILY DOLLAR, INC. By Name: R. Xxxxx Xxxxx Title: Vice Chairman, Chief Financial Officer and Chief Administrative Officer Accepted as of the date first written above. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By Name: Xxxxx Xxxxx Title: Senior Vice President GIBRALTAR LIFE INSURANCE CO., LTD. By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By Name: Xxxxx Xxxxx Title: Senior Vice President AMERICAN BANKERS INSURANCE COMPANY OF FLORIDA, INC. By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By Name: Xxxxx Xxxxx Title: Senior Vice President AMERICAN MEMORIAL LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By Name: Xxxxx Xxxxx Title: Senior Vice President UNION SECURITY INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By Name: Xxxxx Xxxxx Title: Senior Vice President TIME INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By Name: Xxxxx Xxxxx Title: Senior Vice President ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY ING LIFE INSURANCE AND ANNUITY COMPANY SECURITY LIFE OF DENVER INSURANCE COMPANY By: ING Investment Management LLC, as Agent By Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President ALLSTATE INSURANCE COMPANY By Name: Xxxxxx X. Xxxxxxx By Name: XXXXX X. XXXXXXX Authorized Signatories ALLSTATE LIFE INSURANCE COMPANY By Name: Xxxxxx X. Xxxxxxx By Name: XXXXX X. XXXXXXX Authorized Signatories ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK By Name: Xxxxxx X. Xxxxxxx By Name: XXXXX X. XXXXXXX Authorized Signatories MIDLAND NATIONAL LIFE INSURANCE COMPANY By Name: XXXXXXX XXXXXXX Title: DIRECTOR NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By Name: XXXXXXX XXXXXXX Title: DIRECTOR TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY By Name: Xxxxx X. Xxxxxxxx Title: Vice President TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY By Name: Xxxxx X. Xxxxxxxx Title: Vice President THRIVENT FINANCIAL FOR LUTHERANS By Name: Xxxx X. Xxxxx Title: Portfolio Manager UNITED OF OMAHA LIFE INSURANCE COMPANY By Name: Xxxxx X. Xxxxxxxx, Xx. Title: First vice President BANC OF AMERICA SECURITIES LLC By Name: Xxxx X. XxXxxxxxx Title: Principal MODERN WOODMEN OF AMERICA By Name: X.X. Xxxxx Title: National Secretary SECURITY FINANCIAL LIFE INSURANCE CO. By Name: Xxxxx X. Xxxxxxx Title: Senior Director - Investments ASSURITY LIFE INSURANCE COMPANY By Name: Xxxxxx Xxxxx Title: Senior Director - Investments SCHEDULE A NAME OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING USA ANNUITY AND LIFE INSURANCE COMPANY c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Private Placements Fax Number: (000) 000-0000 A $12,000,000 Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Family Dollar Stores, Inc. and Family Dollar, Inc., 5.41 Series 2005-A Senior Notes, Tranche A due September 27, 2015 PPN 30704@ AA 2, principal, premium or interest”) to: The Bank of New York BFN: (for scheduled principal and interest payments) OR BFN: (for all payments other than scheduled principal and interest) ABA Ref.: ING USA Annuity and Life Company, Acct. No. and PPN 30704@ AA 2 Notices All notices with respect to this Agreementpayments and written confirmation of each such payment to be addressed: ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Operations/Settlements Fax Number: (000) 000-0000 All other notices and communications to be addressed as follows with a copy to the address first provided above: ING Investment Management LLC 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: Xxx Xxxxxx Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 Name of Nominee in which Notes are to be issued: None SCHEDULE A Taxpayer I.D. Number: 00-0000000 NAME OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED RELIASTAR LIFE INSURANCE COMPANY c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Private Placements Fax Number: (000) 000-0000 A $12,000,000 Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Family Dollar Stores, Inc. and Family Dollar, Inc., 5.41 Series 2005-A Senior Notes, Tranche A due September 27, 2015 PPN 30704@ AA 2, principal, premium or interest”) to: The Bank of New York BFN: (for scheduled principal and interest payments) OR BFN: (for all payments other than scheduled principal and interest) ABA Ref.: ReliaStar Life Insurance Company, Acct. No. and PPN 30704 @ AA 2 Notices All notices with respect to payments and written confirmation of each such payment to be addressed: ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Operations/Settlements Fax Number: (000) 000-0000 All other notices and communications to be addressed as follows with a copy to the address first provided above: ING Investment Management LLC 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: Xxx Xxxxxx Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 NAME OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ING LIFE INSURANCE AND ANNUITY COMPANY c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Private Placements Fax Number: (000) 000-0000 A $12,000,000 Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Family Dollar Stores, Inc. and Family Dollar, Inc., 5.41 Series 2005-A Senior Notes, Tranche A due September 27, 2015 PPN 30704@ AA 2, principal, premium or interest”) to: The Bank of New York ABA BFN: (for scheduled principal and interest payments) OR BFN: (for all payments other than scheduled principal and interest) Attention: P&I Department Ref.: ING Life Insurance and Annuity Company, Acct. No. and PPN 30704@ AA 2 Notices All notices with respect to payments and written confirmation of each such payment to be addressed: ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Operations/Settlements Fax Number: (000) 000-0000 All other notices and communications to be addressed as follows with a copy to the address first provided above: ING Investment Management LLC 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: Xxx Xxxxxx Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 Name of Nominee in which Notes are to be issued: None Taxpayer I .D. Number: 00-0000000 NAME OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED SECURITY LIFE OF DENVER INSURANCE COMPANY c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Private Placements Fax Number: (000) 000-0000 A $4,000,000 Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Family Dollar Stores, Inc. and Family Dollar, Inc., 5.41 Series 2005-A Senior Notes, Tranche A due September 27, 2015 PPN 30704@ AA 2, principal, premium or interest”) to: The Bank of New York ABA BFN: (for scheduled principal and interest payments) BFN: (for all other payments not scheduled principal and interest if certificates are not received by custodian) Attention: P&I Department Reference: Security Life of Denver Insurance Company, Account No. and PPN 30704@ AA 2 Notices All notices with respect to payments and written confirmation of each such payment to be addressed: ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Operations/Settlements Fax Number: (000) 000-0000 All other notices and communications to be addressed as follows with a copy to address first provided above: ING Investment Management LLC 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: Xxx Xxxxxx Phone: (000) 000-0000 Fax Number: (000) 000-0000 Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 NAME OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ALLSTATE LIFE INSURANCE COMPANY 0000 Xxxxxxx Xxxx, STE G5D Northbrook, Illinois 60062-7127 Attention: Private Placements Department Telephone Number: (000) 000-0000 Telecopier Number: (000) 000-0000 A $5,000,000 $5,000,000 $2,400,000 Payments All payments by Fedwire transfer of immediately available funds or ACH payments, identifying the name of the Issuer, the Notes Private Placement Number and the payment as principal, interest or any other document executed premium in connection herewith or therewith.the format as follows: Bank: ABA#: Account name: Account #: Reference: OBI PPN 30704@ AA 2, Family Dollar Stores, Inc. and Family Dollar, Inc., 5.41 Series 2005-A Senior Notes, Tranche A due September 27, 2015, Payment Due Date (09/27/20 15) and the type and amount of payment being made. For Example: P (enter “P” and the amount of principal being remitted, for example, P5000000.00) I (enter “I” and the amount of interest being remitted, for example, I225000.00)

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company The Obligors irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings the Obligors irrevocably waive and the Company irrevocably waives and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it such Obligor is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company consents The Obligors consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 23.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 19 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees said Section. The Obligors agree that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.. UNS Electric, Inc. Note Purchase Agreement (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.. UNS Electric, Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement among you, the Company and the Guarantor. Very truly yours, UNS Electric, Inc. By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer UniSource Energy Services, Inc. By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. CoBank, ACB By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date thereof. Great-West Life & Annuity Insurance Company By /s/ X.X. Xxxxxx Name: X.X. Xxxxxx Title: Assistant Vice President, Investments, GWL&A By /s/ X.X. Xxxxxxx Name: X.X. Xxxxxxx Title: Vice President, Investments, GWL&A This Agreement is hereby accepted and agreed to as of the date thereof. Hartford Life Insurance Company By: Hartford Investment Management Company Its: Agent and Attorney-in-Fact By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President This Agreement is hereby accepted and agreed to as of the date thereof. Xxxx Xxxxxxx Life Insurance Company By /s/ Xxxx X.X. Xxxxxxxx Name: Xxxx X.X. Xxxxxxxx Title: Senior Managing Director Xxxx Xxxxxxx Variable Life Insurance Company By /s/ Xxxx X.X. Xxxxxxxx Name: Xxxx X.X. Xxxxxxxx Title: Authorized Signatory Xxxx Xxxxxxx Life Insurance Company (U.S.A.) By /s/ Xxxx X.X. Xxxxxxxx Name: Xxxx X.X. Xxxxxxxx Title: Authorized Signatory JPMorgan Chase Bank, not individually but solely in its capacity as Directed Trustee of the SBC Master Pension Trust By /s/ Xxx X. Xxxxxxxxxxxx Name: Xxx X. Xxxxxxxxxxxx Title: Vice President Metropolitan Life Insurance Company of Connecticut By: Metropolitan Life Insurance Company, its Investment Manager By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director Defined Terms As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable lawApplicable Law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 23.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company said Section. The Issuer agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.Notes (ivd) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. * * * * * [Signature Page―Note Purchase and Guarantee Agreement] If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer, whereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, PHYSICIANS REALTY L.P., a Delaware limited partnership By: Physicians Realty Trust, as General Partner By /s/ Xxxx X. Xxxxxx ____________________ Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer PHYSICIANS REALTY TRUST, a Maryland real estate investment trust By /s/ Xxxx X. Xxxxxx ____________________ Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer [Signature Page―Note Purchase and Guarantee Agreement] This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date hereof. AMERICAN GENERAL LIFE INSURANCE COMPANY THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY LEXINGTON INSURANCE COMPANY NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, the Notes or any other document executed in connection herewith or therewith.PA UNITED GUARANTY MORTGAGE INDEMNITY COMPANY UNITED GUARANTY RESIDENTIAL INSURANCE COMPANY By: AIG Asset Management (U.S.) LLC, Investment Adviser By: /s/ X. Xxxxxxx Xxxxxxx ___________________ Name: X. Xxxxxxx Xxxxxxx Title: Vice President

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Tortoise Energy Infrastructure Corporation Note Purchase Agree (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder Holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder Holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder Holder of a Note to serve process in any manner permitted by law, or limit any right that the holders Holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.. Tortoise Energy Infrastructure Corporation Note Purchase Agree If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Tortoise Energy Infrastructure Corporation By Name: P. Xxxxxxx Xxxxx Its: Chief Financial Officer Tortoise Energy Infrastructure Corporation Note Purchase Agree This Agreement is hereby accepted and agreed to as of the date thereof. MetLife Insurance Company of Connecticut, by Metropolitan Life Insurance Company, its Investment Manager MetLife Reinsurance Company of Charleston, Trust Account B, by Metropolitan Life Insurance Company, its Investment Manager By: Name: Title: Name of and Address of Purchaser Principal Amount of Notes to Be Purchased MetLife Insurance Company of Connecticut c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 $ 10,000,000 All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: XX Xxxxxx Xxxxx Bank ABA Routing #: XXXXXXX Account No: XXXXXXX Account Name: MetLife Insurance Company of Connecticut Ref: Tortoise Energy Infrastructure Corp., FRN, Series HH, Due 9/9/2019 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. All notices and communications: MetLife Insurance Company of Connecticut c/o Metropolitan Life Insurance Company Investments, Private Placements P. O. Box 1902, 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Director Fax Number: (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: MetLife Insurance Company of Connecticut c/o Metropolitan Life Insurance Company P. O. Box 1902, 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Chief Counsel-Securities Investments (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx MetLife Insurance Company of Connecticut c/o Metropolitan Life Insurance Company Securities Investments, Law Department X.X. Xxx 0000 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Xxxxxx Xxxxxx, Esq. Name of Nominee in which Notes are to be issued: None

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Xxxx Xxxx Technologies Corporation Note Purchase Agreement (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 23.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Xxxx Xxxx Technologies Corporation Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXX XXXX TECHNOLOGIES CORPORATION By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Assistant Treasurer XXXX XXXX TECHNOLOGIES LLC By: Xxxx Xxxx Corporation Its: Sole Member By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Assistant Treasurer JETWAY SYSTEMS ASIA, INC. By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President XXXX XXXX TECHNOLOGIES HOLDING AB By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Xxxx Xxxx Technologies Corporation Note Purchase Agreement This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY By: Prudential Investment Management, Inc., as investment manager By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President Xxxx Xxxx Technologies Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. HARTFORD LIFE INSURANCE COMPANY HARTFORD FIRE INSURANCE COMPANY By: Hartford Investment Management Company Its: Agent and Attorney-in-Fact By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director Xxxx Xxxx Technologies Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. MUTUAL OF OMAHA INSURANCE COMPANY UNITED OF OMAHA LIFE INSURANCE COMPANY By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President Xxxx Xxxx Technologies Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. XXXXXXX FINANCIAL LIFE & ANNUITY INSURANCE CO. INVESTORS LIFE INSURANCE CO. OF NORTH AMERICA By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: VP - Investments DEFINED TERMS As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ii) Each of Holdings and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees that such service upon receipt (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iii) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivc) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXX, INC. By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President, Treasurer This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date thereof. By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director MetLife 00 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxxx@xxxxxxx.xxx C. Xxxxx Xxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Chief Executive Officer Telephone: 000.000.0000 Telecopy: 631.843.5665 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxxx Xxxxxxxx Executive Vice President, Chief Financial Officer Telephone: 000.000.0000 Telecopy: 631.843.5541 Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx President, Chief Operating Officer Telephone: 000.000.0000 Telecopy: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxxxx X. Xxxxxx Vice President, Treasurer Telephone: 000.000.0000 Telecopy: 631.843.9314 Email: xxxxxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Senior Vice President, General Counsel, Secretary Telephone: 000.000.0000 Telecopy: 631.843.5660 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. South Vice President of Corporate Finance Telephone: 000.000.0000 Telecopy: 631.843.5825 Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. -36- Madison Gas and Electric Company (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.. -37- Madison Gas and Electric Company If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Madison Gas and Electric Company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President, Chief Financial Officer and Treasurer Madison Gas and Electric Company This Agreement is hereby accepted and agreed to as of the date thereof. Hartford Accident and Indemnity Company Hartford Life Insurance Company By: Hartford Investment Management Company Their Agent and Attorney-in-Fact By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President Information Relating to Purchasers Name and Address of Purchaser Principal Amount and Series of Notes to be Purchased Hartford Life Insurance Company c/o Hartford Investment Management Company c/o Investment Department - Private Placements 00 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Series B $5,000,000 $5,000,000 $5,000,000 Payments All payments by wire transfer of immediately available funds to: XX Xxxxxx Xxxxx 0 Xxx Xxxx Xxxxx New York, New York 10004 Bank ABA No. 000000000 Chase NYC/Cust A/C #xxx-x-xxxxxx for F/C/T - xxxxxx-xxx-x Attn: Bond Interest/Principal - Madison Gas and Electric Co.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ii) Each of Holdings and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees that such service upon receipt (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iii) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivc) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, INTREPID POTASH, INC. By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President and Chief Financial Officer This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date thereof. ANNUITY ASSOCIATION OF AMERICA By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Director THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director COBANK, the Notes or any other document executed in connection herewith or therewith.ACB By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President AGFIRST FARM CREDIT BANK By: /s/ Xxxx X. Xxxxxxxx, Xx. Name: Xxxx X. Xxxxxxxx, Xx. Title: Vice President FARM CREDIT BANK OF TEXAS By: /s/ Xxxx X.X. Xxxxxxx Name: Xxxx X.X. Xxxxxxx Title: Director of Capital Markets GREENSTONE FARM CREDIT SERVICES, ACA/FLCA By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President 1ST FARM CREDIT SERVICES, PCA By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Vice President, Capital Markets FARM CREDIT SERVICES OF AMERICA, PCA By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 24.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 19 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company Obligor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 24.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. 4846-2702-5833 v1 If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Obligors. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President, Chief Financial Officer & Treasurer By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President, Chief Financial Officer & Treasurer By: GETTY PROPERTIES CORP., its General Partner By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President, Chief Financial Officer & Treasurer 4846-2702-5833 v1 By: GETTY PROPERTIES CORP., its sole member By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President, Chief Financial Officer & Treasurer 4846-2702-5833 v1 This Agreement is hereby accepted and agreed to as of the date hereof. By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ X. Xxxxxxx Xxxxxxx Name: X. Xxxxxxx Xxxxxxx Title: Managing Director 4846-2702-5833 v1 1 [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. 4846-2702-5833 v1 As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement (including any Supplement) or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) TO THE FULLEST EXTENT PERMITTED BY LAW THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT (INCLUDING ANY SUPPLEMENT), THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH (INCLUDING ANY SUPPLEMENT) OR THEREWITH. The parties hereto hereby waive trial execution hereof by jury the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any action brought on or with respect to this Agreementnumber of counterparts, each executed counterpart constituting an original but all together only one agreement. Very truly yours, HNI CORPORATION By /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Vice President, Treasurer and Investor Relations HNI Corporation Note Purchase Agreement THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Its Authorized Representative THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY For Its Group Annuity Separate Account By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Its Authorized Representative METROPOLITAN LIFE INSURANCE COMPANY By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Director THRIVENT FINANCIAL FOR LUTHERANS By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Associate Portfolio Manager STATE FARM LIFE INSURANCE COMPANY By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Investment Officer By /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Secretary STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Investment Officer By /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Secretary ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA By: Allianz of America, Inc. as the Notes or any other document executed in connection herewith or therewith.authorized signatory and investment manager By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Assistant Treasurer CONSECO HEALTH INSURANCE COMPANY CONSECO SENIOR HEALTH INSURANCE COMPANY COLONIAL PENN LIFE INSURANCE COMPANY By: 40/86 Advisors, Inc., acting as Investment Advisor: By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AMERICAN FAMILY LIFE INSURANCE COMPANY By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Investment Director UNITED OF OMAHA LIFE INSURANCE COMPANY By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President COMPANION LIFE INSURANCE COMPANY By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signer THE STATE LIFE INSURANCE COMPANY By American United Life Insurance Company, Its Agent By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: V.P. Fixed Income Securities AMERICAN UNITED LIFE INSURANCE COMPANY By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: V.P. Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By American United Life Insurance Company, Its Agent By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: V.P. Fixed Income Securities PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By /s/ Xxxxx X. Xxxxxxxx Its: Xxxxx X. Xxxxxxxx Second Vice President & Counsel By /s/ Xxxxx X. Xxxxxxx Its: Xxxxx X. Xxxxxxx, Counsel VANTISLIFE INSURANCE COMPANY, a Connecticut company By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Second Vice President & Counsel By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Counsel

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ii) Each of Holdings and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees that such service upon receipt (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iii) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivc) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Xxxxx Xxxxxx, Inc. By: Name: Title: This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreement, as of the Notes or any other document executed in connection herewith or therewith.date thereof. By Vice President

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 24.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 19 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company Obligor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 24.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Obligors. By: Name: Xxxxx Xxxxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer By: Name: Xxxxx Xxxxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer By: GETTY PROPERTIES CORP., its General Partner By: Name: Xxxxx Xxxxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer By: GETTY PROPERTIES CORP., its sole member By: Name: Xxxxx Xxxxxxx Title: Executive Vice President, Chief Financial Officer & Treasurer accepted and agreed to as of the date hereof. By: Name: Xxxxxxxxxxx X. Xxxxx Title: Vice President By: NYL Investors LLC, its Investment Manager By: Name: Xxxxxxxxxxx X. Xxxxx Title: Managing Director By: NYL Investors LLC, its Investment Manager By: Name: Xxxxxxxxxxx X. Xxxxx Title: Managing Director By: NYL Investors LLC, its Investment Manager By: Name: Xxxxxxxxxxx X. Xxxxx Title: Managing Director and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Office of General Counsel Investment Section, Room 1016 3 [***] Indicates material that has been excluded from this Exhibit 10.4 because it is not material. As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company party hereto irrevocably submits for itself and its property to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company party hereto irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. ITT Holdings LLC Note Purchase Agreement (iiic) Nothing in this paragraph 12P Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.. ITT Holdings LLC Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ITT Holdings LLC By Name: Title: By Name: Title: ITT Holdings LLC Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. REDACTED

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes or the any other Transaction DocumentsNote Document. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of -41- Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.. -42- The execution hereof by the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. Very truly yours, STERICYCLE, INC. By Name: Xxxxx X.X. ten Brink Title: Executive Vice President and Chief Financial Officer -43- Accepted as of the date first written above. [signatures of purchasers omitted; see Schedule A for names and addresses of purchasers and principal amount of notes to be purchased] -44- Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 A B $34,000,000 $5,000,000 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased MetLife Insurance Company of Connecticut c/o Metropolitan Life Insurance Company 1095 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000-0000 A $11,000,000 A-2 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Union Fidelity Life Insurance Company c/o Xxxx Xxxxxx 0000 Xxxxxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxx 00000 B $15,000,000 A-3 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Allstate Life Insurance Company c/o Allstate Investments LLC Attention: Private Placements Department 0000 Xxxxxxx Xxxx, STE G3A Northbrook, Illinois 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 A A A A B B $5,000,000 $5,000,000 $5,000,000 $5,000,000 $5,000,000 $3,000,000 A-4 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Allstate Life Insurance Company of New York c/o Allstate Investments LLC Attention: Private Placements Department 0000 Xxxxxxx Xxxx, STE G3A Northbrook, Illinois 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 A A B $5,000,000 $2,000,000 $5,000,000 A-5 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased American Heritage Life Insurance Company c/o Allstate Investments LLC Attention: Private Placements Department 0000 Xxxxxxx Xxxx, STE G3A Northbrook, Illinois 00000-0000 Telephone: (000) 000-0000 Telecopy: (000) 000-0000 A B $3,000,000 $2,000,000 A-6 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 208 New York, New York 10010-1603 Attention: Fixed Income Investors Group Xxxxxxx Xxxxxxx, 0xx Xxxxx Facsimile Number: (000) 000-0000 A B $11,200,000 $11,200,000 A-7 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased New York Life Insurance and Annuity Corporation c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 208 New York, New York 10010-1603 Attention: Fixed Income Investors Group Xxxxxxx Xxxxxxx, 0xx Xxxxx Facsimile Number: (000) 000-0000 A B $7,500,000 $7,500,000 A-8 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C) c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 208 New York, New York 10010-1603 Attention: Fixed Income Investors Group Xxxxxxx Xxxxxxx, 0xx Xxxxx Fax Number: (000) 000-0000 A B $500,000 $500,000 A-9 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Forethought Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Fixed Income Investors Group Xxxxxxx Xxxxxxx, 0xx Xxxxx Facsimile Number: (000) 000-0000 A B $800,000 $800,000 A-10 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Hartford Life Insurance Company c/o Hartford Investment Management Company c/o Investment Department-Private Placements Regular Mailing Address: X.X. Xxx 0000 Xxxxxxxx, Xxxxxxxxxxx 00000-0000 Overnight Mailing Address: 00 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Facsimile: (000) 000-0000 B B B $5,000,000 $5,000,000 $5,000,000 A-11 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Hartford Life and Accident Insurance Company c/o Hartford Investment Management Company c/o Investment Department-Private Placements Regular Mailing Address: X.X. Xxx 0000 Xxxxxxxx, Xxxxxxxxxxx 00000-0000 Overnight Mailing Address: 00 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Facsimile: (000) 000-0000 B B B $5,000,000 $5,000,000 $2,000,000 A-12 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Hartford Fire Insurance Company c/o Hartford Investment Management Company c/o Investment Department-Private Placements Regular Mailing Address: X.X. Xxx 0000 Xxxxxxxx, Xxxxxxxxxxx 00000-0000 Overnight Mailing Address: 00 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Facsimile: (000) 000-0000 B $4,000,000 A-13 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Physicians Life Insurance Company c/o Hartford Investment Management Company c/o Investment Department-Private Placements Regular Mailing Address: X.X. Xxx 0000 Xxxxxxxx, Xxxxxxxxxxx 00000-0000 Overnight Mailing Address: 00 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Facsimile: (000) 000-0000 B $1,200,000 A-14 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Physicians Life Insurance Company c/o Hartford Investment Management Company c/o Investment Department-Private Placements Regular Mailing Address: X.X. Xxx 0000 Xxxxxxxx, Xxxxxxxxxxx 00000-0000 Overnight Mailing Address: 00 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Facsimile: (000) 000-0000 B $800,000 A-15 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Nationwide Life Insurance Company Xxx Xxxxxxxxxx Xxxxx (0-00-000) Xxxxxxxx, Xxxx 00000-0000 Attention: Nationwide Investments - Private Placements E-Mail: xxxxxxx@xxxxxxxxxx.xxx A B $15,000,000 $5,000,000 A-16 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Nationwide Life and Annuity Insurance Company Xxx Xxxxxxxxxx Xxxxx (0-00-000) Xxxxxxxx, Xxxx 00000-0000 Attention: Nationwide Investments - Private Placements E-Mail: xxxxxxx@xxxxxxxxxx.xxx B $10,000,000 A-17 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 X.X. Xxx 00000 Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 Attention: Securities Investment Division A B $10,500,000 $14,550,000 A-18 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased C.M. Life Insurance Company c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 X.X. Xxx 00000 Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000 Attention: Securities Investment Division A B $1,500,000 $1,450,000 A-19 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased RiverSource Life Insurance Company (942) c/o Columbia Management Investment Advisers, LLC 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Fixed Income Investment Department - Private Placements Telephone: (000) 000-0000 Facsimile: (000) 000-0000 A $20,000,000 A-20 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased RiverSource Life Insurance Company (944) c/o Columbia Management Investment Advisers, LLC 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Fixed Income Investment Department - Private Placements Telephone: (000) 000-0000 Facsimile: (000) 000-0000 A $5,000,000 A-21 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Thrivent Financial for Lutherans 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Investment Division-Private Placements Fax Number: (000) 000-0000 B B B B $5,000,000 $5,000,000 $5,000,000 $3,000,000 A-22 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased The Lincoln National Life Insurance Company c/o Delaware Investment Advisers 0000 Xxxxxx Xxxxxx, Mail Stop 00-000 Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Fixed Income Private Placements Private Placement Facsimile: (000) 000-0000 A B $5,000,000 $6,000,000 A-23 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased The Lincoln National Life Insurance Company c/o Delaware Investment Advisers 0000 Xxxxxx Xxxxxx, Mail Stop 00-000 Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Fixed Income Private Placements Private Placement Facsimile: (000) 000-0000 A B $3,000,000 $4,000,000 A-24 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased The Northwestern Mutual Life Insurance Company 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Securities Department Fax Number: (000) 000-0000 Email: xxxxxxxxxxxxx@xxxxxxxxxxxx.xxx B $16,000,000 A-25 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Xxxxxxx National Life Insurance Company Xxx Xxxxxxxxx Xxx Xxxxxxx, Xxxxxxxx 00000 B $15,000,000 A-26 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Allianz Life Insurance Company of North America c/o Allianz of America, Inc. Attention: Private Placements 00 Xxxxxx Xxxxx Xxxx P. O. Xxx 0000 Xxxxxxxx, Xxxxxxxxxxx 00000-0000 Phone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxx.xxxxxx@xxxx.xxx A B $7,000,000 $8,000,000 A-27 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased MONY Life Insurance Company c/o AXA Equitable Life Insurance Company 1290 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxxx Treasurer’s Department Telephone Number: (000) 000-0000 B $4,000,000 A-28 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased AXA Equitable Life Insurance Company 1290 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxxx Telephone Number: (000) 000-0000 B $10,000,000 A-29 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased CUNA Mutual Insurance Society c/o MEMBERS Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, Xxxxxxxxx 00000-0000 Attention: Private Placements Phone: (000) 000-0000 Telefacsimile: (000) 000-0000 Email: xx-xxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx A B $3,000,000 $3,000,000 A-30 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Southern Farm Bureau Life Insurance Company 0000 Xxxxxxxxxx Xxxx Xxxxxxx, Mississippi 39213 Attention: Investment Department A B $3,000,000 $3,000,000 A-31 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Phoenix Life Insurance Company c/x Xxxxxxx Capital Advisers One American Row Private Placement Department, H-GW1 Xxxxxxxx, Xxxxxxxxxxx 00000 A $3,000,000 A-32 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Phoenix Life Insurance Company c/x Xxxxxxx Capital Advisers One American Row Private Placement Department, H-GW1 Xxxxxxxx, Xxxxxxxxxxx 00000 A $1,000,000 A-33 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased PHL Variable Insurance Company c/x Xxxxxxx Capital Advisers One American Row Private Placement Department, H-GW1 Xxxxxxxx, Xxxxxxxxxxx 00000 A $1,000,000 A-34 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Modern Woodmen of America 0000 Xxxxx Xxxxxx Xxxx Xxxxxx, Xxxxxxxx 00000 Attention: Investment Department xxxxxxxxxxx@xxxxxx-xxxxxxx.xxx Facsimile: (000) 000-0000 B $5,000,000 A-35 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased United of Omaha Life Insurance Company Mutual of Xxxxx Xxxxx Xxxxx, Xxxxxxxx 00000-0000 Attention: 4-Investment Accounting B $2,000,000 A-36 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Companion Life Insurance Company c/o Mutual of Omaha Insurance Company Mutual of Xxxxx Xxxxx Xxxxx, Xxxxxxxx 00000-0000 Attention: 4 – Investment Loan Administration B $2,000,000 A-37 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Mutual of Omaha Insurance Company Mutual of Xxxxx Xxxxx Xxxxx, Xxxxxxxx 00000-0000 Attention: 4-Investment Loan Administration B $1,000,000 A-38 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Woodmen of the World Life Insurance Society 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxx 00000 Attention: Securities Department B $4,000,000 A-39 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Knights of Columbus Xxx Xxxxxxxx Xxxxx Xxx Xxxxx, Xxxxxxxxxxx 00000-0000 Attention: Investment Department, 00xx Xxxxx X $3,000,000 A-40 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Physicians Insurance A Mutual Company 0000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxx Xxxxxxx A $1,000,000 A-41 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Seabright Insurance Company Century Square 0000 0xx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxxx A $1,000,000 A-42 Names and Address of Purchaser Series Principal Amount of Notes to Be Purchased Country Life Insurance Company 0000 Xxxxx Xxxxxxx Xxxxxx Bloomington, Illinois 61702 Attention: Investments Telephone: (000) 000-0000 Facsimile: (000) 000-0000 B $2,000,000 A-43

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company The Borrower irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Borrower irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company The Borrower consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 23.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company said Section. The Borrower agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company Borrower in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings The Parent and the Company Issuer irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Affiliate Guaranties or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings the Parent and the Company Issuer consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings the Parent and the Company Issuer agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings the Parent or the Company Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in any action brought agreement with the foregoing, please sign the form of agreement on or with respect a counterpart of this Agreement and return it to the Issuer, whereupon this AgreementAgreement shall become a binding agreement between you and the Issuer. Very truly yours, STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: STAG Industrial GP, LLC, a Delaware limited liability company, its General Partner By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title:Vice President STAG INDUSTRIAL, INC., a Maryland corporation By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President and Chief Operating Officer accepted and agreed to as of the Notes or any other document executed in connection herewith or therewith.date hereof. METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director LINCOLN BENEFIT LIFE COMPANY By MetLife Investment Advisors, LLC, Its Investment Manager By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director accepted and agreed to as of the date hereof. NATIONWIDE LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxx Xxxxx Name: Xxxx Xxxx Xxxxx Title: Authorized Signatory accepted and agreed to as of the date hereof. AXA EQUITABLE LIFE INSURANCE COMPANY By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Investment Officer accepted and agreed to as of the date hereof. AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Signatory accepted and agreed to as of the date hereof. GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Assistant Vice President, Investments By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Manager, Investments accepted and agreed to as of the date hereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Senior Director accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Fixed Income Portfolio Manager

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Tortoise North American Energy Corporation Master Note Purchase Agreement (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. Tortoise North American Energy Corporation Master Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Tortoise North American Energy Corporation By:____________________________ Name: Its: Tortoise North American Energy Corporation Master Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. By Name: Title: By Name: Title: Name and Address of Purchaser Principal Amount of TYN 2008 Notes to Be Purchased Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: ABA No.: DDA: Attention: Account Name: Account No.: RE: Tortoise North American Energy Corporation, 5.56% Senior Notes, Series B, due June 17, 2011, PPN 89147T A*4 All wire transfers are to be accompanied by the PPN and the source and the principal and interest application of the funds. Written notice of each routine payment and any audit confirmation is to be sent to: All other notices and correspondence, including notices of non-routine payments, should be sent as first provided above. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: Securities to be delivered to: Name and Address of Purchaser Principal Amount of TYN 2008 Notes to Be Purchased Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: ABA No.: DDA: Attention: Account Name: Account No.: RE: Tortoise North American Energy Corporation, 5.56% Senior Notes, Series B, due June 17, 2011, PPN 89147T A*4 All wire transfers are to be accompanied by the PPN and the source and the principal and interest application of the funds. Written notice of each routine payment and any audit confirmation is to be sent to: All other notices and correspondence, including notices of non-routine payments, should be sent as first provided above. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: Securities to be delivered to: Name and Address of Purchaser Principal Amount of TYN 2008 Notes to Be Purchased Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: ABA No. DDA: Attention: Account Name: Account No.: RE: Tortoise North American Energy Corporation, 5.56% Senior Notes, Series B, due June 17, 2011, PPN 89147T A*4 All wire transfers are to be accompanied by the PPN and the source and the principal and interest application of the funds. Written notice of each routine payment and any audit confirmation is to be sent to: All other notices and correspondence, including notices of non-routine payments, should be sent as first provided above. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: Securities to be delivered to: Name and Address of Purchaser Principal Amount of TYN 2008 Notes to Be Purchased Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Tortoise North American Energy Corporation, 5.56% Senior Notes, Series B, due June 17, 2011, PPN 89147T A*4 and/or Tortoise North American Energy Corporation, 6.23% Senior Notes, Series C, due June 17, 2015, PPN 89147T A@2, principal, premium or interest”) to: ABA

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsMRP Shares. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.. Xxxxxxxx Xxxxxxxx & Energy Fund, Inc. Securities Purchase Agreement (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes MRP Shares or any other document executed in connection herewith or therewith.. Xxxxxxxx Xxxxxxxx & Energy Fund, Inc. Securities Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Tortoise Pipeline & Energy Fund, Inc. By /s/ P. Xxxxxxx Xxxxx Name: P. Xxxxxxx Xxxxx Its: Chief Financial Officer Xxxxxxxx Xxxxxxxx & Energy Fund, Inc. Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Massachusetts Mutual Life Insurance Company By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director C.M. Life Insurance Company By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director MassMutual Asia Limited By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director Xxxxxxxx Xxxxxxxx & Energy Fund, Inc. Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Phoenix Life Insurance Company By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Executive Vice President

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings The Parent and the Company irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings the Parent and the Company irrevocably waives waive and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings The Parent and the Company consents consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings said Section. The Parent and the Company agrees agree that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings the Parent or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ii) Each of Holdings and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees that such service upon receipt (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iii) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivc) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, By /s/ X. Xxxx Xxxx Name: X. Xxxx Xxxx Title: Treasurer This Agreement is hereby waive trial by jury accepted and agreed to as of the date thereof. By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President By: Prudential Investment Management, Inc., as investment manager By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President Name in any action brought Which to Register Note(s) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Senior Note Registration Number(s); Principal Amount(s) RA-1; $24,350,000 RA-2; $20,000,000 Payment on or with respect Account of Note Method Account Information Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes due August 28, 2016 PPN: 03937R A#9 Due date and application (as among principal, interest, Make-Whole Amount) of the payment being made. Address/Fax for Notices Related to this AgreementPayments Address/Fax for All Other Notices Instructions re: Delivery of Notes Signature Block THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: Title: Vice President Tax Identification Number Name in Which to Register Note(s) GIBRALTAR LIFE INSURANCE CO., LTD. Senior Note Registration Number(s); Principal Amount(s) RA-3; $20,000,000 Payment on Account of Note Method Account Information Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes due August 28, 2016 PPN: 03937R A#9 Due date and application (as among principal, interest, Make-Whole Amount) of the payment being made. All Payments, other than principal, interest, Make-Whole Amount on Account of Note Method Account Information Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes due August 28, 2016 PPN: 03937R A#9 Due date and application (e.g., type of fee) of the payment being made. Address/Fax for Notices Related to Payments Address/Fax for All Other Notices Instructions re: Delivery of Notes Signature Block Tax Identification Number Name in Which to Register Note(s) UNITED OF OMAHA LIFE INSURANCE COMPANY Senior Note Registration Number(s); Principal Amount(s) RA-4; $7,050,000 Payment on Account of Note Method Account Information Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes due August 28, 2016 PPN: 03937R A#9 Due date and application (as among principal, interest, Make-Whole Amount) of the payment being made. All Payments, other than principal, interest, Make-Whole Amount on Account of Note Method Account Information Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes due August 28, 2016 PPN: 03937R A#9 Due date and application (e.g., type of fee) of the payment being made. Address/Fax for Notices Related to Payments Address/Fax for All Other Notices Instructions re: Delivery of Notes Signature Block UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: Vice President Tax Identification Number Name in Which to Register Note(s) PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Senior Note Registration Number(s); Principal Amount(s) RA-5; $3,600,000 Payment on Account of Note Method Account Information Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes due August 28, 2016 PPN: 03937R A#9 Due date and application (as among principal, interest, Make-Whole Amount) of the payment being made. Address/Fax for Notices Related to Payments Address/Fax for All Other Notices Instructions re: Delivery of Notes Signature Block PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager By: Vice President Tax Identification Number As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company The Guarantor irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guaranty Agreement, the Notes or the other Transaction Documents. To the fullest extent permitted by applicable law, each of Holdings and the Company Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company The Guarantor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 12.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I the Note Agreement or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company Note Agreement. The Guarantor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 12.6 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (iv) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company The Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company The Issuer consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company said Section. The Issuer agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Constituent Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Constituent Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Constituent Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 23.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 19 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Constituent Company agrees that such service upon receipt (a1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the a Constituent Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. The parties hereto hereby waive trial execution hereof by jury in any action brought on or with respect to this Agreementthe Purchasers shall constitute a contract among the Company, the Notes or any Parent Guarantor and the Purchasers for the uses and purposes and on the terms hereinabove set forth. Very truly yours, HAWAII ELECTRIC LIGHT COMPANY, INC. /s/ Xxxxx X.X. Xxxxxxxx Xxxxx X.X. Xxxxxxxx Financial Vice President /s/ Xxxxx Xxx Xxxxxx Xxxxx Xxx Xxxxxx Treasurer HAWAIIAN ELECTRIC COMPANY, INC. /s/ Xxxxx X.X. Xxxxxxxx Xxxxx X.X. Xxxxxxxx Senior Vice President and Chief Financial Officer /s/ Xxxxx Xxx Xxxxxx Xxxxx Xxx Xxxxxx Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By /s/ Xxxx X. Xxxxxx, Xx. Name: Xxxx X. Xxxxxx, Xx. CFA Title: Vice President This Agreement is hereby accepted and agreed to as of the date thereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By /s/ Xxxxxx X. Xxxxxx Xx. Name: Xxxxxx X. Xxxxxx Xx. Title: Director This Agreement is hereby accepted and agreed to as of the date thereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Its Authorized Representative This Agreement is hereby accepted and agreed to as of the date thereof. WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President Investment By /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director Securities This Agreement is hereby accepted and agreed to as of the date thereof. SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Portfolio Manager This Agreement is hereby accepted and agreed to as of the date thereof. MODERN WOODMEN OF AMERICA By /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Treasurer & Investment Manager THE LINCOLN NATIONAL LIFE INSURANCE COMPANY c/o Delaware Investment Advisers 0000 Xxxxxx Xxxxxx, Mail Stop 41-104 Xxxxxxxxxxxx, XX 00000 $ 4,800,000 $ 0 (1) All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN #, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: The Bank of New York Mellon Xxx Xxxx Xxxxxx, Xxx Xxxx, XX 00000 ABA #: XXX BNF Account #: XXX Attention: Private Placement P & I Dept For Further Credit: The Lincoln National Life Insurance Company Further Credit A/C #: XXX REF: PPN/CUSIP # / SECURITY DESC / PAYT REASON (2) All notices of payments and written confirmations of such wire transfers: The Bank of New York Mellon X.X. Xxx 00000 Xxxxxx, Xxx Xxxxxx 00000 Attn: Private Placement P & I Dept Reference: Acct Name/PPN/Cusip# With a copy to: Lincoln Financial Group 0000 Xxxxx Xxxxxxx Xxxxxx, 0X-00 Xxxx Xxxxx, IN 46802 Attn: X.Xxxxx — Investment Accounting Investment Accounting Fax: 000-000-0000 (3) All other document executed in connection herewith or therewith.Communications: Delaware Investment Advisers 0000 Xxxxxx Xxxxxx, Mail Stop 00-000 Xxxxxxxxxxxx, XX 00000 Attn: Fixed Income Private Placements Private Placement Fax: 000-000-0000 Email: Xxxx.Xxxxxx@xxxxxxxxx.xxx AND Xxxx.Xxxxxx@xxxxxxxxx.xxx (4) Address for Delivery of Notes: The Bank of New York Mellon Attn: Free Receive Department Contact Person: Xxxxxx Xxxxxxx (Telephone 000-000-0000) Xxx Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 With a copy faxed to: Xxxxx Xxxxx — The Bank of New York Mellon (Fax#000-000-0000) And a copy to Xxxxxxx Xxxxx (Xxxxxxx.Xxxxx@xxx.xxx)

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company The Fund irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsMRP Shares. To the fullest extent permitted by applicable law, each of Holdings and the Company Fund irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company The Fund consents to process being served by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company said Section. The Fund CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. Securities Purchase Agreement agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against Holdings or the Company Fund in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. Securities Purchase Agreement If you are in any action brought agreement with the foregoing, please sign the form of agreement on or with respect a counterpart of this Agreement and return it to the Fund, whereupon this AgreementAgreement shall become a binding agreement between you and the Fund. Very truly yours, CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Its: Chairman, President and Chief Executive Officer ClearBridge Energy MLP Fund Inc. Securities Purchase Agreement INFORMATION RELATING TO PURCHASERS SCHEDULE A DEFINED TERMS As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ii) Each of Holdings and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees that such service upon receipt (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iii) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivc) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Xxxxx Xxxxxx, Inc. By: /s/Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: VP Treasurer This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date thereof. By: /s/Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President Prudential Investment Management, Inc. c/o Prudential Capital Group 1114 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Managing Director Telecopy: 000-000-0000 Telephone: 000-000-0000 Email: (see below) Xxxx X. Xxxxxxx Email: xxxx.xxxxxxx@xxxxxxxxxx.xxx Xxxxxx X. Xxxxxxxx Email: xxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Engin W. Okaya Email: xxxxx.xxxxx@xxxxxxxxxx.xxx Xxxx X. Xxxxxx Email: xxxx.xxxxxx@xxxxxxxxxx.xxx Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Chief Executive Officer Telephone: 000.000.0000 Telecopy: 631.843.5665 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx President, Chief Operating Officer Telephone: 000.000.0000 Telecopy: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Senior Vice President, General Counsel, Secretary Telephone: 000.000.0000 Telecopy: 631.843.5660 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxx Xxxxxxxx Executive Vice President, Chief Financial Officer Telephone: 000.000.0000 Telecopy: 631.843.5541 Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxxxx X. Xxxxxx Vice President, Treasurer Telephone: 000.000.0000 Telecopy: 631.843.9314 Email: xxxxxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxx X. South Vice President of Corporate Finance Telephone: 000.000.0000 Telecopy: 631.843.5825 Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (i) Each of Holdings and the Company The Guarantor irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement, the Notes or the other Transaction Documents. To the fullest extent permitted by applicable law, each of Holdings and the Company Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ii) Each of Holdings and the Company . The Guarantor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) this Section by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it the Guarantor at its address specified in paragraph 12I Section 7 or at such other address of which such holder you shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company said Section. The Guarantor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthe Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial recognized courier or overnight delivery service. (iii) . Nothing in this paragraph 12P Section 10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (iv) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXXXX MLP INVESTMENT COMPANY By Name: Xxxxx Xxxx Title: Chief Financial Officer Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby waive trial by jury accepted and agreed to as of the date thereof. THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK AMERICAN HOME ASSURANCE COMPANY UNITED GUARANTY MORTGAGE INSURANCE COMPANY OF NORTH CAROLINA By: AIG Asset Management (U.S.), LLC, as Investment Adviser By Name: Xxxxxx X. Xxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By Name: Xxxxxxx Xxxxxxx Title: Managing Director BANNER LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By Name: Xxxxxxx Xxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By Name: Xxxxxxx Xxxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: Name: Xxxxxxx X. Xxxxx Title: Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in any action brought fact, on or with respect behalf of Xxxxxxx National Life Insurance Company By Name: Xxxxx X. Xxxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to this Agreementas of the date thereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By Name: Xxxxxx Xxxxx Its: Authorized Representative Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By Name: Xxxx X. Xxxxx Title: Counsel By Name: Xxxxxxxxxxx X. Xxxxxxxxx Title: Vice President and Associate General Counsel Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the Notes or any other document executed in connection herewith or therewithdate thereof. ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA By: Name: Xxxxx X. Xxxxxx Title: Assistant Treasurer Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. MINNESOTA LIFE INSURANCE COMPANY SBLI USA MUTUAL LIFE INSURANCE COMPANY, INC. UNITED INSURANCE COMPANY OF AMERICA COLORADO BANKERS LIFE INSURANCE COMPANY CATHOLIC LIFE INSURANCE By: Advantus Capital Management, Inc. By Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. CMFG LIFE INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor By Name: Xxxxx X. Xxxxxxxx Title: Managing Director, Investments Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage Cleco Power LLC Note Purchase Agreement prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Cleco Power LLC By /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Senior Vice President, CFO & Treasurer Cleco Power LLC Note Purchase Agreement The parties hereto foregoing is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date thereof. Xxxx Xxxxxxx Life Insurance Company (U.S.A.) By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director Cleco Power LLC Note Purchase Agreement The foregoing is hereby accepted and agreed to as of the date thereof. Thrivent Financial for Lutherans By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Director Cleco Power LLC Note Purchase Agreement The foregoing is hereby accepted and agreed to as of the date thereof. Pacific Life Insurance Company By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Assistant Vice President By /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Assistant Secretary Cleco Power LLC Note Purchase Agreement The foregoing is hereby accepted and agreed to as of the date thereof. ING Life Insurance and Annuity Company ING USA Annuity and Life Insurance Company ReliaStar Life Insurance Company ReliaStar Life Insurance Company of New York By: ING Investment Management LLC, as Agent By /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Vice President Cleco Power LLC Note Purchase Agreement The foregoing is hereby accepted and agreed to as of the date thereof. Connecticut General Life Insurance Company By: CIGNA Investments, Inc. (authorized agent) By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Managing Director As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsMRP Shares. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.permitted (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT AND MRP SHARES TO BE PURCHASED THE VARIABLE ANNUITY LIFE INSURANCE COMPANY c/o AIG Asset Management (1) All payments to be by jury wire transfer of immediately available funds, with sufficient information (including PPN, dividend rate, maturity date, dividend amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: (2) Payment notices, audit confirmations and related correspondence to: (3) Duplicate payment notices (only) to: SCHEDULE A (4) Compliance reporting information to: hares to be issued in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.nominee name of:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Xxxxx Xxxxxx Industries, Inc. Note Purchase Agreement (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 24.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 19 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company Obligor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) The Parent Guarantor hereby irrevocably appoints C T Corporation System to receive for it, and on its behalf, service of process in the United States in connection with this Agreement and the Notes. Service of process on C T Corporation System in connection with the foregoing appointment must be made at the following address: C T Corporation System, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (telephone number: 000-000-0000). (d) Nothing in this paragraph 12P Section 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ive) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementTHE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsMRP Shares. To the fullest extent permitted Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXXXX MLP INVESTMENT COMPANY By Name: Its: Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AMERICAN HOME ASSURANCE COMPANY By: AIG Asset Management (U.S.), LLC, as Investment Adviser By Name: Title: Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By Name: Title: Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. VOYA INSURANCE AND ANNUITY COMPANY VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY RELIASTAR LIFE INSURANCE COMPANY SECURITY LIFE OF DENVER INSURANCE COMPANY By: Voya Investment Management LLC, as Agent By Name: Title: Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By Name: Title: Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By Name: Title: By Name: Title: Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. ROYAL NEIGHBORS OF AMERICA By: Athene Asset Management, L.P., its investment adviser By: AAM GP Ltd., its general partner By: Name: Xxxxx X. Xxxx Title: Vice President, Fixed Income INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT AND MRP SHARES TO BE PURCHASED THE VARIABLE ANNUITY LIFE INSURANCE COMPANY c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, TX 77019-2155 Attn: Private Placements Portfolio Administration Email: XXXXXXXXXXXXXXXXXXXXXXXXXXXXX@xxx.xxx $4,000,000 (160,000 Shares) (1) All payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, dividend rate, maturity date, dividend amount, principal amount and premium amount, if applicable) to identify the source and application of such funds, to: The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementBank of New York Mellon ABA # 000-000-000 Account Name: BNYM Income Account Number: GLA111566 For Further Credit to: VARIABLE ANNUITY LIFE INSURANCE CO.; Account No. 260735 Reference: PPN and Prin.: $ ; Int.: $ (2) Payment notices, the Notes or any other document executed in connection herewith or therewith.audit confirmations and related correspondence to: The Variable Annuity Life Insurance Company (260735) c/o AIG Asset Management 0000 Xxxxx Xxxxxxx, A36-04 Houston, Texas 77019-2155 Attn: Private Placements Portfolio Administration Email: XXXXXXXXXXXXXXXXXXXXXXXXXXXX@xxx.xxx

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company party hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Affiliate Guaranties or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings the Parent and the Company Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company party hereto consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings the Parent and the Company Issuer agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings the Parent or the Company Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Issuer, whereupon this Agreement shall become a binding agreement among you, the Parent and the Issuer. Very truly yours, STAG Industrial Operating Partnership, L.P., a Delaware limited partnership By: STAG Industrial GP, LLC, a Delaware limited liability company, its General Partner By: STAG Industrial, Inc., a Maryland corporation, its sole Member By /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx President, Chief Financial Officer and Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. Voya Retirement Insurance and Annuity Company Brighthouse Life Insurance Company Xxxxxx Xxxx Life Insurance Company Shelter Mutual Insurance Company Shelter Life Insurance Company Shelter Reinsurance Company By: Voya Investment Management Co. LLC, as Agent By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President NN Life Insurance Company Ltd. By: Voya Investment Management LLC, as Attorney in Fact By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President This Agreement is hereby accepted and agreed to as of the date hereof. Nationwide Life Insurance Company Nationwide Life and Annuity Insurance Company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. American General Life Insurance Company Lexington Insurance Company The United States Life Insurance Company in the City of New York The Variable Annuity Life Insurance Company By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. Teachers Insurance and Annuity Association of America By: Nuveen Alternatives Advisors LLC, its investment manager By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. Allianz Life Insurance Company of North America By: Allianz Global Investors U.S. LLC, as the authorized signatory and investment manager By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. The Northwestern Mutual Life Insurance Company By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director The Northwestern Mutual Life Insurance Company, for its Group Annuity Separate Account By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Its Authorized Representative This Agreement is hereby accepted and agreed to as of the date hereof. Pacific Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. Thrivent Financial for Lutherans By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. Ensign Peak Advisors, Inc. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Head of Credit Research Xxxxxxx Park Capital Management, LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Head of Credit Research This Agreement is hereby accepted and agreed to as of the date hereof. Great-West Life & Annuity Insurance Company By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President, Investments Massachusetts Mutual Life Insurance Company By: Great-West Capital Management, LLC, as its Investment Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. Genworth Life Insurance Company By: /s/ Wm. Xxxxxx Xxxxxxxx Name: Wm. Xxxxxx Xxxxxxxx Title: Investment Officer This Agreement is hereby accepted and agreed to as of the date hereof. CMFG Life Insurance Company By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor By: /s/ Xxxx X. Xxx Xxxxxxx Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments This Agreement is hereby accepted and agreed to as of the date hereof. Midland National Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Investment Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact This Agreement is hereby accepted and agreed to as of the date hereof. Gleaner Life Insurance Society By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact This Agreement is hereby accepted and agreed to as of the date hereof. First Security Benefit Life Insurance and Annuity Company of New York By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact This Agreement is hereby accepted and agreed to as of the date hereof. Fidelity Life Association, a Legal Reserve Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact This Agreement is hereby accepted and agreed to as of the date hereof. Investors Heritage Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Sub-Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact This Agreement is hereby accepted and agreed to as of the date hereof. U.S. Financial Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact This Agreement is hereby accepted and agreed to as of the date hereof. Reliance Standard Life Insurance Company By: Guggenheim Partners Investment Management, LLC, as Investment Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact This Agreement is hereby accepted and agreed to as of the date hereof. A. Xxxxxxxxx Company By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Attorney-in-Fact This Agreement is hereby accepted and agreed to as of the date hereof. Catholic United Financial Minnesota Life Insurance Company New Era Life Insurance Company Securian Life Insurance Company GBU Financial Life Guarantee Trust Life Insurance Company ProAssurance Casualty Company By: Securian Asset Management, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. American Family Life Insurance Company By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ii) Each of Holdings and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees that such service upon receipt (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iii) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivc) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President and Treasurer This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date thereof. By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director By MetLife Investment Advisors, LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director By MetLife Investment Advisors, LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director By MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director MetLife Investment Advisors, LLC Xxx XxxXxxx Xxx Xxxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx Managing Director Telephone: 000.000.0000 Email: jgulotta@ xxxxxxx.xxx X. Xxxxx Xxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxx Xxxxxx Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxxx Xxxxxx Director Telephone: 000.000.0000 Email: xxxxxx.xxxxx@xxxxxxx.xxx Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Xxxxxxx Xxxxxx Chairman of the Board, Chief Executive Officer Vice President Treasurer Telephone: 000.000.0000 Telephone: 000-000-0000 Telecopy: 000.000.0000 Fax: 000-000-0000 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Email: Xxxxxxx.Xxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx Xxxxxx Xxxxxxxx President, Xxxxx Xxxxxx, Inc., and Chief Executive Vice President, Executive Officer, Global Dental Group Chief Financial Officer Telephone: 000.000.0000 Telephone: 000.000.0000 Telecopy: 000.000.0000 Fax: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxx Senior Vice President, Corporate & Legal Affairs Vice President, Corporate Finance & Chief and Chief of Staff, Secretary Accounting Officer Telephone: 000.000.0000 Telephone: 000.000.0000 Telecopy: 631.843.5660 Telecopy: 631.843.5825 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company The parties hereto irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings the parties hereto irrevocably waive and the Company irrevocably waives and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company consents The parties hereto consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it them at its their address specified in paragraph 12I Article 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees said Section 18.1. The parties hereto agree that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it them in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable lawApplicable Law, be taken and held to be valid personal service upon and personal delivery to itthem. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company parties hereto in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, ARMENIA MOUNTAIN WIND, LLC By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Treasurer AMW I HOLDING, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice-President This Agreement is hereby accepted and agreed to as of the date hereof. By: /s/ Xxxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. By: /s/ Xxxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. By: Voya Investment Management LLC, as Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President This Agreement is hereby accepted and agreed to as of the date hereof. By: Voya Investment Management Co. LLC, as Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President This Agreement is hereby accepted and agreed to as of the date hereof. acting through its U.S. Branch By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director, Head of Private Debt Private Fixed Income By: /s/ Xxx X. Xxxx Name: Xxx X. Xxxx Title: Assistant Vice President and Senior Counsel This Agreement is hereby accepted and agreed to as of the date hereof. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director, Head of Private Debt Private Fixed Income By: /s/ Xxx X. Xxxx Name: Xxx X. Xxxx Title: Authorized Signer

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of non-electronic mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.. Madison Gas and Electric Company Note Purchase Agreement (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.. -40- Madison Gas and Electric Company Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Madison Gas and Electric Company By : /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President, Chief Financial Officer and Treasurer Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. The Northwestern Mutual Life Insurance Company By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. State Farm Life Insurance Company By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Investment Executive By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional State Farm Life and Accident Assurance Company By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Investment Executive By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional State Farm Insurance Companies Employee Retirement Trust By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signer By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Authorized Signer Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Ameritas Life Insurance Corp. a Nebraska corporation By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Representative Ameritas Life Insurance Corp. of New York a New York corporation By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Representative Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American Memorial Life Insurance Company By: MEMBERS Capital Advisors, Inc., (d/b/a TruStage Investment Management) acting as Investment Advisor By: /s/ Xxxx X. Xxx Xxxxxxx Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American Family Mutual Insurance Company, S.I. By: American Family Investments, Inc., its investment manager By: /s/ Xxxxx Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets American Family Life Insurance Company By: American Family Investments, Inc., its investment manager By: /s/ Xxxxx Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Mutual of Omaha Insurance Company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Head of Private Placements Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American United Life Insurance Company By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: VP, Fixed Income Securities [Omitted]

Jurisdiction and Process; Waiver of Jury Trial. (i) Each of Holdings and the Company The Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes or the other Transaction DocumentsGuaranty. To the fullest extent permitted by applicable law, each of Holdings and the Company Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ii) Each of Holdings and the Company . The Guarantor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) this Section by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it the Guarantor at its address specified in paragraph 12I Section 7 or at such other address of which such holder the Obligees shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company said Section 7. The Guarantor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthe Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial internationally recognized courier or overnight delivery service. (iii) . Nothing in this paragraph 12P Section 10 shall affect the right of any holder of a Note Obligee to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Obligees may have to bring proceedings against Holdings or the Company Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. THE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THE THIS GUARANTY OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH. (iv) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company The Fund irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsMRP Xxxxxx. To the fullest extent permitted by applicable law, each of Holdings and the Company Fund irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company The Fund consents to process being served by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company said Section. The Fund agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. Securities Purchase Agreement (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against Holdings or the Company Fund in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. Securities Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Fund, whereupon this Agreement shall become a binding agreement between you and the Fund. Very truly yours, CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Its: Chairman, President and Chief Executive Officer Clearbridge Energy MLP Total Return Fund Inc. Securities Purchase Agreement This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date thereof. INFORMATION RELATING TO PURCHASERS SCHEDULE A DEFINED TERMS As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal Federal court sitting in the Borough of Manhattan, The City of New YorkYork City, over any suit, action or proceeding arising out of or relating solely to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Guarantor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding solely of the nature referred to in paragraph 12P(iSection 12(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of priority mail), postage prepaid, return receipt requested, to it at its address or delivering a copy thereof in the manner for delivery of notices specified in paragraph 12I or at such other address of which such holder shall then have been notified pursuant Section 10, to paragraph 12I. it. Each of Holdings and the Company Guarantor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 12 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this AgreementEACH GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guaranty Agreement, the Notes or the other Transaction Documents. To the fullest extent permitted by applicable law, each of Holdings and the Company Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Guarantor consents to process being served by or on behalf of any holder of Notes a Note in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 14.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 13 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Section 13. Each of Holdings and the Company Guarantor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 14.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewithTHE GUARANTORS AND EACH HOLDER OF ANY NOTES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTY AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. STEPAN COMPANY NOTE PURCHASE AGREEMENT (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. STEPAN COMPANY NOTE PURCHASE AGREEMENT The parties hereto hereby waive trial execution hereof by jury the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any action brought on or with respect to this Agreementnumber of counterparts, each executed counterpart constituting an original but all together only one agreement. Very truly yours, STEPAN COMPANY By Name: Xxxxx X. Xxxxxxxx Title: Vice President and Chief Financial Officer STEPAN COMPANY NOTE PURCHASE AGREEMENT Accepted as of the Notes or any other document executed in connection herewith or therewith.date first written above. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: Name: Title:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company The Obligors irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings the Obligors irrevocably waive and the Company irrevocably waives and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company consents The Obligors consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 23.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 19 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees said Section. The Obligors agree that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Oaktree Capital Management, L.P. Note and Guaranty Agreement may have to bring proceedings against Holdings or the Company Obligors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.. 48 If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Obligors, whereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, Oaktree Capital Management, L.P. By /s/ Xxx Wintrob_______________________ Name: Xxx Xxxxxxx Title: Chief Executive Officer By /s/ Xxxxxx Levin_______________________ Name: Xxxxxx Xxxxx Title: Chief Financial Officer Oaktree Capital I, L.P. By /s/ Xxx Wintrob_______________________ Name: Xxx Xxxxxxx Title: Chief Executive Officer By /s/ Xxxxxx Levin_______________________ Name: Xxxxxx Xxxxx Title: Chief Financial Officer Oaktree Capital II, L.P. By /s/ Xxx Wintrob_______________________ Name: Xxx Xxxxxxx Title: Chief Executive Officer By /s/ Xxxxxx Levin_______________________ Name: Xxxxxx Xxxxx Title: Chief Financial Officer Oaktree AIF Investments, L.P. By /s/ Xxx Wintrob_______________________ Name: Xxx Xxxxxxx Title: Chief Executive Officer By /s/ Xxxxxx Levin_______________________ Name: Xxxxxx Xxxxx Title: Chief Financial Officer Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American General Life Insurance Company The Variable Annuity Life Insurance Company By: AIG Asset Management (U.S.), LLC, as Investment Adviser By:/s/ Xxxxx Young_____________________ Name: Xxxxx Xxxxx Title: Managing Director Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Teachers Insurance and Annuity Association of America By: Nuveen Alternatives Advisors LLC, its investment manager By:/s/ Xxxxx Unger______________________ Name: Xxxxx Xxxxx Title: Director Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Pacific Life Insurance Company By: /s/ Xxxxxxx X. Levene_______________ Name: Xxxxxxx X. Xxxxxx Title: Assistant Vice President Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Allianz Life Insurance Company of North America By: Allianz Global Investors U.S. LLC As the authorized signatory and investment manager By: /s/ Xxxxxxxx Halliday________________ Name: Xxxxxxxx Xxxxxxxx Title: Managing Director Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Athene Annuity and Life Company By: Apollo Insurance Solutions Group LP, its investment adviser By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management GP, LLC, its General Partner By: /s/ Xxxxxx X. Glatt___________________ Name: Xxxxxx X. Xxxxx Title: Vice President Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Equitable Financial Life Insurance Company By: /s/ Xxx Judd_______________________ Name: Xxx Xxxx Title: Investment Officer Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Horizon Healthcare Services, Inc. d/b/a Horizon Blue Cross Blue Shield of New Jersey By: AllianceBernstein L.P., Its Investment Advisor By: /s/ Xxx Judd_______________________ Name: Xxx Xxxx Title: Senior Vice President Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Nationwide Life and Annuity Insurance Company By: /s/ Xxxxx X. Comisar_________________ Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory Nationwide Defined Benefit Master Trust By: Nationwide Asset Management, LLC Its Investment Advisor By: /s/ Xxxxx X. Comisar_________________ Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. First Symetra National Life Insurance Company of New York By: Symetra Investment Management Company, as agent By: /s/ Xxxxxx Guajardo_________________ Name: Xxxxxx Xxxxxxxx Title: Managing Director SIM Umbrella Unit Trust A – Series Trust: Private Placement Trust 1 By: Symetra Investment Management Company, as agent By: /s/ Xxxxxx Guajardo_________________ Name: Xxxxxx Xxxxxxxx Title: Managing Director Symetra Life Insurance Company By: Symetra Investment Management Company, as agent By: /s/ Xxxxxx Guajardo_________________ Name: Xxxxxx Xxxxxxxx Title: Managing Director Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Continental Casualty Company By: /s/ Xxxxxxx Pelafas__________________ Name: Xxxxxxx Xxxxxxx Title: Vice President Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Principal Life Insurance Company By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By: /s/ Xxxxxxx Schneider_________________ Name: Xxxxxxx Xxxxxxxxx Title: Authorized Signatory By: /s/ Xxxx X. Montz___________________ Name: Xxxx X. Xxxxx Title: Counsel Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Minnesota Life Insurance Company Guarantee Trust Life Insurance Company Dearborn Life Insurance Company GBU Financial Life Lincoln Heritage Life Insurance Company ProAssurance Casualty Company Catholic Financial Life Catholic United Financial New Era Life Insurance Company By: Securian Asset Management, Inc. By: /s/ Xxxxx X. Lenarz___________________ Name: Xxxxx X. Xxxxxx Title: Vice President Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Life Insurance Company of the Southwest By: /s/ Xxxx Koenig_____________________ Name: Xxxx Xxxxxx Title: Head of Portfolio Management National Life Group Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. CMFG Life Insurance Company By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor By: /s/ Xxxx X. Van Aartsen_______________ Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments American Memorial Life Insurance Company By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor By: /s/ Xxxx X. Van Aartsen_______________ Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. The Ohio National Life Insurance Company By: /s/ Xxxxxx Kalb_____________________ Name: Xxxxxx Xxxx Title: Vice President Ohio National Life Assurance Corporation By: /s/ Xxxxxx Kalb_____________________ Name: Xxxxxx Xxxx Title: Vice President Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Southern Farm Bureau Life Insurance Company By: /s/ Xxxxx Divine____________________ Name: Xxxxx Xxxxxx Title: Director – Securities Management Oaktree Capital Management, L.P. Note and Guaranty Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Standard Insurance Company By: /s/ Xxxxx Beaulieu___________________ Name: Xxxxx Xxxxxxxx Title: VP, Individual Annuities & Investments As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Constituent Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Constituent Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Constituent Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 23.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 19 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Constituent Company agrees that such service upon receipt (a1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the a Constituent Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. The parties hereto hereby waive trial execution hereof by jury in any action brought on or with respect to this Agreementthe Purchasers shall constitute a contract among the Company, the Parent Guarantor and the Purchasers for the uses and purposes and on the terms hereinabove set forth. Very truly yours, MAUI ELECTRIC COMPANY, LIMITED Xxxxx X.X. Xxxxxxxx Financial Vice President Xxxxx Xxx Xxxxxx Treasurer HAWAIIAN ELECTRIC COMPANY, INC. Xxxxx X.X. Xxxxxxxx Senior Vice President and Chief Financial Officer Xxxxx Xxx Xxxxxx Treasurer This Agreement is hereby acceptedand agreed to as of the date thereof. ING LIFE INSURANCE AND ANNUITY COMPANYING USA ANNUITY AND LIFE INSURANCE COMPANYRELIASTAR LIFE INSURANCE COMPANYSECURITY LIFE OF DENVER INSURANCE COMPANY By: ING Investment Management LLC, as Agent By: /s/ Xxxx AronsonName: Xxxx AronsonTitle: Senior Vice President This Agreement is hereby acceptedand agreed to as of the date thereof. THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By /s/ Xxxx X. Xxxxxx, Xx. CFA Name: Xxxx X. Xxxxxx, Xx. CFA Title: Vice President LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney-in-Fact By: /s/ Xxxx X. Xxxxxx, Xx. CFA Name: Xxxx X. Xxxxxx, Xx. CFA Title: Vice President This Agreement is hereby acceptedand agreed to as of the date thereof. XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.) By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director XXXX XXXXXXX LIFE INSURANCE COMPANY OF NEW YORK By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director XXXX XXXXXXX LIFE & HEALTH INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby acceptedand agreed to as of the date thereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Name and Address of Purchaser Principal Amount of Series A Notes or any to be Purchased Principal Amount of Series B Notes to be Purchased ING USA ANNUITY AND LIFE INSURANCE COMPANYc/o ING Investment Management LLC5780 Powers Xxxxx Xxxx XX, Xxxxx 000Xxxxxxx, XX 00000-0000 $2,800,000 $0 (1) All payments on account of Notes held by such purchaser should be made by wiretransfer of immediately available funds for credit to: Provided to Company under separate cover Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. (2) Address for all notices related to payments: ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, XX 00000-0000 Attn: Operations/Settlements Fax: (000) 000-0000 (3) Address for all other document executed in connection herewith or therewith.communications and notices: ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, XX 00000-0000 Attn: Private Placements Fax: (000) 000-0000 (4) Address for Delivery of Notes: The Bank of New York Mellon One Wall Street Window A - 3rd Floor New York, NY 10286 with a copy to: ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx XX, Xxxxx 000 Xxxxxxx, XX 00000-0000 Attn: Xxxxx Xxxxxxx Email: Xxxxx.Xxxxxxx@XXXxxxxxxxxxx.xxx Each cover letter accompanying the Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company Obligor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. (e) PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, AND WITHOUT IN ANY WAY LIMITING THE PRECEDING CONSENTS TO JURISDICTION AND VENUE, THE PARTIES HERETO INTEND (AMONG OTHER THINGS) TO AVAIL THEMSELVES OF THE BENEFIT OF SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK AND RULE 327(B) OF THE CIVIL PRACTICE LAW AND RULES OF THE STATE OF NEW YORK.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsMRP Shares. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes MRP Shares in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note MRP Shares to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes MRP Shares may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE MRP SHARES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Tortoise MLP Fund, Inc. Securities Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, TORTOISE MLP FUND, INC. By Name: Its: Tortoise MLP Fund, Inc. Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Vice President Tortoise MLP Fund, Inc. Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. UNITED OF OMAHA LIFE INSURANCE COMPANY By: Vice President Tortoise MLP Fund, Inc. Securities Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. NATIONAL LIFE INSURANCE COMPANY By: Vice President INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER AGGREGATE LIQUIDATION PREFERENCE AMOUNT OF MRP SHARES TO BE PURCHASED THE PRUDENTIAL INSURANCE COMPANY OF AMERICA c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4300 Dallas, TX 75201 Attention: Managing Director, Energy Finance Group - Oil & Gas Telephone: (000) 000-0000 $25,000,000 – Series D (1) All payments on account of MRP Shares held by such purchaser shall be made by wire transfer of immediately available funds for credit to: JPMorgan Chase Bank New York, NY ABA No.: xxxxx Account Name: Prudential Managed Portfolio Account No.: xxxxx Each such wire transfer shall set forth the name of the Company, a reference to “Mandatory Redeemable Preferred Securities due 2022, Security No. INV11954, PPN ” and the due date and application (as among liquidation preference, dividend, etc.) of the payment being made. (2) Address for all communications and notices: The parties hereto hereby waive trial Prudential Insurance Company of America c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4300 Dallas, TX 75201 Attention: Managing Director, Energy Finance Group - Oil & Gas and for all notices relating solely to scheduled payments to: The Prudential Insurance Company of America c/o Prudential Investment Management, Inc. Prudential Tower 000 Xxxxx Xxxxxx 00xx Xxxxx - Xxxxx Xxxxx Xxxxxx, XX 00000 Attention: PIM Private Accounting Processing Team Email: Xxx.Xxxxxxx.Xxxxxxxxxx.Xxxxxxxxxx.Xxxx@xxxxxxxxxx.xxx SCHEDULE A (3) Address for Delivery of MRP Shares: Send physical security by jury nationwide overnight delivery service to: Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4300 Dallas, TX 75201 Attention: Xxxxxxx X. Xxxxxx Telephone: (000) 000-0000 (4) Tax Identification No.: xxxxx NAME AND ADDRESS OF PURCHASER AGGREGATE LIQUIDATION PREFERENCE AMOUNT OF MRP SHARES TO BE PURCHASED UNITED OF OMAHA LIFE INSURANCE COMPANY c/o Mutual of Omaha Mutual of Xxxxx Xxxxx, 0xx Xxxxx 0000 Xxxxx Xxxxxx Xxxxx XX 00000 Email: xxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx $5,000,000 – Series C 1. Notes to be registered in any action brought the name of UNITED OF OMAHA LIFE INSURANCE COMPANY 2. Tax I.D. # is xxxxx. 3. All principal and interest payments on or with respect to the Notes shall be made by wire transfer of immediately available funds to: JPMorgan Chase Bank ABA # xxxxx Private Income Processing For credit to: United of Omaha Life Insurance Company Account # xxxxx a/c: xxxxx Cusip/PPN: Interest Amount: Principal Amount: 4. Address for delivery of bonds: JPMorgan Chase Bank 0 Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000-0000 Attention: Physical Receive Department Account # xxxxx ** It is imperative that the custody account be included on the delivery letter. Without this Agreementinformation, the Notes or any security will be returned to the sender. 5. Address for all notices in respect of payment of Principal and Interest, Corporate Actions, and Reorganization Notifications: JPMorgan Chase Bank 00000 Xxxxxx Xxxxxxx - 00xx Xxxxx Xxxxxx, XX 00000-0000 Attn: Income Processing a/c: xxxxx 6. Address for all other document executed in connection herewith or therewith.communications (i.e.: Quarterly/Annual reports, Tax filings, Modifications, Waivers regarding the indenture):

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings The Company and the Company Trust irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, York over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings the Company and the Company Trust irrevocably waives waive and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings The Company and the Company consents Trust consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 23.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings said Section. The Company and the Company agrees Trust agree that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings the Company or the Company Trust in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Issuer consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. such Section. Each of Holdings and the Company Issuer agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Madison Gas and Electric Company Note Purchase Agreement (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.. -39- Madison Gas and Electric Company Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Madison Gas and Electric Company By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President, Chief Financial Officer and Treasurer Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. State Farm Life Insurance Company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional State Farm Life and Accident Assurance Company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional State Farm Mutual Automobile Insurance Company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional State Farm Fire and Casualty Company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional Madison Gas and Electric Company Note Purchase Agreement State Farm Insurance Companies Employee Retirement Trust By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signer By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Authorized Signer Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American Family Mutual Insurance Company, S.I. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets American Family Life Insurance Company By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. New York Life Insurance and Annuity Corporation By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Director New York Life Insurance Company By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Director Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American Memorial Life Insurance Company By: MEMBERS Capital Advisors, Inc., (d/b/a TruStage Investment Management) acting as Investment Advisor By: /s/ Xxxx X. Xxx Xxxxxxx Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Xxxx Xxxxxxx Life Insurance Company (U.S.A.) By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Ameritas Life Insurance Corp. a Nebraska corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Authorized Representative Ameritas Life Insurance Corp. of New York a New York corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Authorized Representative Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American United Life Insurance Company By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: VP, Fixed Income Securities Madison Gas and Electric Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Mutual of Omaha Insurance Company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Head of Private Placements

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York Illinois State or federal court sitting in the Borough of Manhattan, The City of New YorkChicago, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes or the any other Transaction DocumentsFinancing Agreement. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage TALX Corporation Note Purchase Agreement prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. * * * * * -42- TALX Corporation Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, TALX CORPORATION By /s/ L. Xxxxx Xxxxxx ------------------------------------ Name: L. Xxxxx Xxxxxx Title: Chief Financial Officer TALX Corporation Note Purchase Agreement This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this as of the date thereof. PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager By /s/ BL ------------------------------ Name: Xxxxx X. Xxxxxx Title: Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By /s/ BL -------------------------------------------- Name: Xxxxx X. Xxxxxx Title: Vice President MTL INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By /s/ BL ------------------------------ Name: Xxxxx X. Xxxxxx Title: Vice President TALX Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By /s/ Xxxxx Xxxxxxxxxxx --------------------------------------- Name: Xxxxx Xxxxxxxxxxx Title: Private Placements Manager TALX Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. AMERICAN INVESTORS LIFE INSURANCE COMPANY By: AmerUs Capital Management Group, Inc., its authorized attorney-in-fact By /s/ Xxxxx X. Xxxx ------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President - Private Placements AMERUS LIFE INSURANCE COMPANY By: AmerUs Capital Management Group, Inc., its authorized attorney-in-fact By /s/ Xxxxx X. Xxxx ------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President - Private Placements INFORMATION RELATING TO PURCHASERS SCHEDULE A (to Note Purchase Agreement) DEFINED TERMS As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes or the other any Transaction DocumentsDocument. To the fullest extent permitted by applicable law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of Trustee or any holder of Notes Secured Party in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 13.10(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. accordance with Section 13.1. Each of Holdings and the Company Obligor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 13.10 shall affect the right of any holder of a Note Secured Party to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Secured Party may have to bring proceedings against Holdings or the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes any Transaction Document or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company hereby (i) Each of Holdings and the Company irrevocably submits and consents to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New YorkYork (or, over any suitif such court lacks jurisdiction, action the State courts located therein), and irrevocably agrees that all actions or proceeding arising out of or proceedings relating to this Agreement, Agreement or the Notes may be litigated in such courts, and (ii) waives any objection which it may have based on improper venue or the other Transaction Documents. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject forum non conveniens to the jurisdiction conduct of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ii) Each of Holdings and the Company consents to process being served by or on behalf waives personal service of any holder and all process upon it, and (iii) consents that all such service of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) process be made by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, delivery to it at its address specified set forth in paragraph 12I or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees that such service upon receipt (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itSection 18. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iii) Nothing contained in this paragraph 12P section shall affect the right of any holder of a Note to serve legal process in any other manner permitted by law, law or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings any action or the Company proceeding in the courts of any appropriate jurisdiction against the Company or to enforce in any lawful manner a judgment obtained in one jurisdiction in the courts of any other jurisdiction.. NRP (Operating) LLC Third Amendment (ivb) The parties hereto THE PARTIES HERETO WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THEM ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. THE PARTIES HERETO HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY OF THEM MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.” Section 1.20 Schedule B to the Note Agreements is hereby waive trial amended by jury inserting the following new defined terms in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.appropriate alphabetical order:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and court. Each party hereto irrevocably waives, to the full extent permitted by applicable law, any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company party hereto consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company party hereto agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note party hereto to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, SOLAR CAPITAL LTD. By Name: Title: This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreement, as of the Notes or any other document executed in connection herewith or therewith.date thereof. [REDACTED] By: Name: Title: By: Name: Title: Information Relating to Purchasers [Redacted]

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company The Guarantor irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guaranty Agreement, the Notes or the other Transaction Documents. To the fullest extent permitted by applicable law, each of Holdings and the Company Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company The Guarantor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 11.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I the Note Agreement or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company Note Agreement. The Guarantor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 11.6 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewithTHE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXXXX MIDSTREAM/ENERGY FUND, INC. By /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement This Agreement is hereby waive trial by jury in any action brought accepted and agreed to as of the date thereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director C.M. LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK ING LIFE INSURANCE AND ANNUITY COMPANY By: ING Investment Management LLC, as Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. THE VARIABLE ANNUITY LIFE INSURANCE COMPANY CHARTIS SPECIALTY INSURANCE COMPANY By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. SUN LIFE ASSURANCE COMPANY OF CANADA Acting through its Bermuda Branch By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Head of Private Debt Private Fixed Income By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Director Private Fixed Income Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. SUN LIFE ASSURANCE COMPANY OF CANADA Acting through its U.S. Branch By /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director, Head of Private Debt Private Fixed Income By /s/ Xxx X. Xxxx Name: Xxx X. Xxxx Title: Assistant Vice President and Senior Counsel INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY c/o Babson Capital Management LLC 0000 Xxxx Xxxxxx, Xxxxx 0000 X.X. Xxx 00000 Xxxxxxxxxxx, XX 00000-0000 Attention: Securities Investment Division $12,750,000 Payments All payments on or with in respect to this Agreement, of the Notes to be by bank wire transfer of Federal or any other document executed in connection herewith immediately available funds (identifying each payment as “Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc., 4.00% Series C Senior Unsecured Notes due March 22, 2022, PPN 48661E A#5,” principal, premium or therewithinterest) to: MassMutual Co-Owned Account Citibank New York, New York ABA #000000000 Account No. 00000000 Re: Description of security, cusip, principal and interest split With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (000) 000-0000 or (000) 000-0000.

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ii) Each of Holdings and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees that such service upon receipt (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iii) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivc) The parties hereto THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. * * * * * 52 If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXX, INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President and Treasurer [Signature Page to Amended and Restated Master Note Purchase Agreement – Xxxxx Xxxxxx, Inc. (MetLife)] This Agreement is hereby waive trial by jury in any action brought on or with respect accepted and agreed to this Agreementas of the date thereof. METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director METLIFE INVESTMENT ADVISORS COMPANY, LLC By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director METLIFE INSURANCE K.K. By MetLife Investment Advisors, LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director TRANSATLANTIC REINSURANCE COMPANY By MetLife Investment Advisors, LLC, its Investment Manager By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director [Signature Page to Amended and Restated Master Note Purchase Agreement – Xxxxx Xxxxxx, Inc. (MetLife)] UNION FIDELITY LIFE INSURANCE COMPANY By MetLife Investment Advisors, LLC, its Investment Adviser By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Managing Director [Signature Page to Amended and Restated Master Note Purchase Agreement – Xxxxx Xxxxxx, Inc. (MetLife)] INFORMATION SCHEDULE Authorized Officers for MetLife MetLife Investment Advisors, LLC Xxx XxxXxxx Xxx Xxxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx Managing Director Telephone: 000.000.0000 Email: jgulotta@ xxxxxxx.xxx C. Xxxxx Xxxxxx Managing Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxx Xxxxxx Director Telephone: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx Xxxxxx Teagan Director Telephone: 000.000.0000 Email: xxxxxx.xxxxx@xxxxxxx.xxx Authorized Officers for Company Xxxxx Xxxxxx, Inc. 000 Xxxxxx Xxxx Melville, NY 11747 Xxxxxxx X. Xxxxxxx Xxxxxxx Xxxxxx Chairman of the Board, Chief Executive Officer Vice President Treasurer Telephone: 000.000.0000 Telephone: 000-000-0000 Telecopy: 000.000.0000 Fax: 000-000-0000 Email: xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Email: Xxxxxxx.Xxxxxx@xxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx Xxxxxx Xxxxxxxx President, Xxxxx Xxxxxx, Inc., and Chief Executive Vice President, Executive Officer, Global Dental Group Chief Financial Officer Telephone: 000.000.0000 Telephone: 000.000.0000 Telecopy: 000.000.0000 Fax: 000.000.0000 Email: xxx.xxxxxxxxxx@xxxxxxxxxxx.xxx Email: xxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxx Xxxxxx X. South Senior Vice President, Corporate & Legal Affairs Vice President, Corporate Finance & Chief and Chief of Staff, Secretary Accounting Officer Telephone: 000.000.0000 Telephone: 000.000.0000 Telecopy: 631.843.5660 Telecopy: 631.843.5825 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxx.xxx Email: xxxxxx.xxxxx@xxxxxxxxxxx.xxx SCHEDULE A INFORMATION RELATING TO PURCHASERS [Separately Provided] Schedule A-1 SCHEDULE B DEFINED TERMS As used herein, the Notes following terms have the respective meanings set forth below or any other document executed set forth in connection herewith or therewith.the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the Company Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the Company Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(ithis Section 24.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 19 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. said Section. Each of Holdings and the Company Obligor agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 24.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer GTY-CPG (VA/DC) LEASING, INC. GTY-CPG (QNS/BX) LEASING, INC. By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: GETTY PROPERTIES CORP., its General Partner By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer GTY-PACIFIC LEASING, LLC By: GETTY PROPERTIES CORP., its sole member By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer This Agreement is hereby accepted and agreed to as of the date hereof. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: PGIM, Inc., as investment manager By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: PGIM, Inc., as investment manager By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: PGIM, Inc., as investment manager By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: PGIM, Inc., as investment manager By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Assistant Vice President By: PGIM, Inc., as investment manager By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Assistant Vice President By: Prudential Investment Management Japan Co., Ltd., as Investment Manager By: PGIM, Inc., as Sub-Adviser By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: PGIM, Inc., as investment manager By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President SCHEDULE A INFORMATION RELATING TO PURCHASERS 3 [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. SCHEDULE B DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ii) Each of Holdings and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(i) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in paragraph 12I or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the Company agrees that such service upon receipt (a) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (b) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iii) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivc) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, By /s/ X. Xxxx Xxxx Name: X. Xxxx Xxxx Title: Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President By: Prudential Investment Management, Inc., as investment manager By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President Prudential Investment Management, Inc. c/o Prudential Capital Group 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx New York, NY 10036 Attention: Managing Director Telecopy: 000-000-0000 Telephone: 000-000-0000 Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxx Engin X. Xxxxx Xxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx Chairman, President and (000) 000-0000 Chief Executive Officer FAX: (000) 000-0000 501 Xxxxxxx 7 P. O. Box 5204 Norwalk, CT 06856-5204 X. Xxxx Xxxx Treasurer (000) 000-0000 501 Xxxxxxx 7 FAX: (000) 000-0000 P. O. Box 5204 Norwalk, CT 06856-5204 Xxxxxx X. XxXxxx Controller (000) 000-0000 501 Xxxxxxx 7 FAX: (000) 000-0000 P. O. Box 5204 Norwalk, CT 06856-5204 Xxxxxx X. Xxxxxxxx Vice President & Chief (000) 000-0000 Financial Officer FAX: (000) 000-0000 501 Xxxxxxx 7 P. O. Box 5204 Norwalk, CT 06856-5204 Xxxxx X. Xxxxxxx Executive Vice President (000) 000-0000 & Chief Operating Officer FAX: (000) 000-0000 501 Xxxxxxx 7 P. O. Box 5204 Norwalk, CT 06856-5204 Xxxxx X. X’Xxxxxx Vice President, General (000) 000-0000 Counsel & Corporate FAX: (000) 000-0000 501 Xxxxxxx 7 P. O. Box 5204 Norwalk, CT 06856-5204 Name in Which to Register Note(s) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Senior Note Registration Number(s); Principal Amount(s) RA-1; $24,350,000 RA-2; $20,000,000 Payment on Account of Note Method Federal Funds Wire Transfer Account Information JPMorgan Chase Bank 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No.: 000-000-000 Account Name: Prudential Managed Portfolio Account No.: P86188 (please do not include spaces) (in the case of payments on account of the Note originally issued in the principal amount of $24,350,000.00) Account Name: The parties hereto hereby waive trial by jury Prudential - Privest Portfolio Account No.: P86189 (please do not include spaces) (in any action brought the case of payments on or with respect account of the Note originally issued in the principal amount of $20,000,000.00) Ref: See “Accompanying Information” below Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes due August 28, 2016 PPN: 03937R A#9 Due date and application (as among principal, interest, Make-Whole Amount) of the payment being made. Address/Fax for Notices Related to this AgreementPayments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attention: Manager, Billings and Collections Recipient of telephonic prepayment notices: Manager, Trade Management Group Tel: 000-000-0000 Fax: 000-000-0000 Address/Fax for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Managing Director Instructions re: Delivery of Notes Prudential Capital Group 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxxxxx, Esq. Telephone: 000-000-0000 Signature Block THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: Title: Vice President Tax Identification Number 00-0000000 Name in Which to Register Note(s) GIBRALTAR LIFE INSURANCE CO., LTD. Senior Note Registration Number(s); Principal Amount(s) RA-3; $20,000,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No.: 000-000-000 Account Name: GIB Private Placement USD Account No.: P86406 (please do not include spaces) Ref: See “Accompanying Information” below Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes due August 28, 2016 PPN: 03937R A#9 Due date and application (as among principal, interest, Make-Whole Amount) of the payment being made. All Payments, other than principal, interest, Make-Whole Amount on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No.: 000-000-000 Account No. 304199036 Account Name: Prudential International Insurance Service Company Ref: See “Accompanying Information” below Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes or any due August 28, 2016 PPN: 03937R A#9 Due date and application (e.g., type of fee) of the payment being made. Address/Fax for Notices Related to Payments The Gibraltar Life Insurance Co., Ltd. 0-00-00, Xxxxxxxxx Xxxxxxx-xx, Xxxxx 000-0000, Japan Telephone: 00-0-0000-0000 Facsimile: 00-0-0000-0000 E-mail: xxxxxxx.xxxxx@xxx-xxxx.xx.xx Attention: Xxxxxxx Xxxxx, Vice President of Investment Operations Team Address/Fax for All Other Notices Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Managing Director Instructions re: Delivery of Notes The Gibraltar Life Insurance Co., Ltd. c/o Prudential Capital Group 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx .Xxx Xxxx, XX 00000 Attn: Xxxxx X. Xxxxxxxxx, Esq. Tel: 000-000-0000 Signature Block GIBRALTAR LIFE INSURANCE CO., LTD. By: Prudential Investment Management (Japan), Inc.,as Investment Manager By: Prudential Investment Management, Inc., asSub-Adviser By:______________________________ Vice President Tax Identification Number 00-0000000 Name in Which to Register Note(s) UNITED OF OMAHA LIFE INSURANCE COMPANY Senior Note Registration Number(s); Principal Amount(s) RA-4; $7,050,000 Payment on Account of Note Method Federal Funds Wire Transfer Account Information JPMorgan Chase Bank 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No.: 000-000-000 Private Income Processing For Credit to account: 900-9000200 For further credit to Account Name: United of Omaha Life Insurance Company For further credit to Account Number: G09588 Ref: See “Accompanying Information” below Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes due August 28, 2016 PPN: 03937R A#9 Due date and application (as among principal, interest, Make-Whole Amount) of the payment being made. All Payments, other document executed in connection herewith or therewiththan principal, interest, Make-Whole Amount on Account of Note Method Federal Funds Wire Transfer Account Information JPMorgan Chase Bank 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ABA No.: 000-000-000 Account No. G09588 Account Name: United of Omaha Life Insurance Co. Ref: See “Accompanying Information” below Accompanying information Name of Issuer: ARCH CHEMICALS, INC. Description of Security: 6.70% Series A Senior Notes due August 28, 2016 PPN: 03937R A#9 Due date and application (e.g., type of fee) of the payment being made. Address/Fax for Notices Related to Payments JPMorgan Chase Bank 00000 Xxxxxx Xxxxxxx - 00xx Xxxxx Xxxxxx, XX 00000-2917 Attn: Income Processing - X. Xxxx a/c: G09588 Address/Fax for All Other Notices Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Managing Director

Jurisdiction and Process; Waiver of Jury Trial. (ia) Each of Holdings and the The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Notes Agreement or the other Transaction DocumentsNotes. To the fullest extent permitted by applicable law, each of Holdings and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (iib) Each of Holdings and the The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 12P(iSection 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage Cleco Power LLC Note Purchase Agreement prepaid, return receipt requested, to it at its address specified in paragraph 12I Section 18 or at such other address of which such holder shall then have been notified pursuant to paragraph 12I. Each of Holdings and the said Section. The Company agrees that such service upon receipt (ai) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (bii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iiic) Nothing in this paragraph 12P Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against Holdings or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ivd) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Cleco Power LLC By /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Senior Vice President, CFO & Treasurer Cleco Power LLC Note Purchase Agreement Accepted as of the date first written above. Thrivent Financial for Lutherans By /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President Cleco Power LLC Note Purchase Agreement Accepted as of the date first written above. ING Life Insurance and Annuity Company ING USA Annuity and Life Insurance Company Reliastar Life Insurance Company Reliastar Life Insurance Company of New York By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Director As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term: