Attached files
| file | filename |
|---|---|
| EX-4.1 - EXHIBIT 4.1 CREDIT AGREEMENT - NEW JERSEY RESOURCES CORP | exhibit4_1creditagreement.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15 (d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 8, 2010 (December 11,
2009)
NEW JERSEY RESOURCES
CORPORATION
(Exact
name of registrant as specified in its charter)
|
New
Jersey
(State
or other jurisdiction
of
incorporation)
|
001-8359
(Commission
File
Number)
|
22-2376465
(IRS
Employer
Identification
No.)
|
||
|
1415
Wyckoff Road
Wall,
New Jersey
|
07719
|
|||
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|||
(732) 938-1480
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
|
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Explanatory
Note
New
Jersey Resources Corporation is filing this Amendment No. 1 on Form 8-K/A
to its Current Report on Form 8-K filed with the United States Securities
and Exchange Commission on December 17,
2009 (“Form 8-K”). The Form 8-K was filed in the EDGAR system with the incorrect
Item tag 4.01. This Form 8-K/A amends the
Form 8-K to include
the correct Item tags 1.01, 1.02,
2.03 and 9.01. No other changes were made to the Form
8-K.
|
Item 1.01.
|
Entry
into a Material Definitive
Agreement.
|
On
December 11, 2009, New Jersey Natural Gas Company (the “Company”), as borrower,
entered into a $200,000,000, three-year, revolving, unsecured credit facility
(the “New Credit Facility”) with the several banks and other financial
institutions parties thereto, and PNC Bank, N.A., as Administrative Agent,
JPMorgan Chase Bank, N.A., as Syndication Agent and U.S. Bank National
Association and Toronto Dominion (New York) LLC, as Documentation Agents. PNC
Capital Markets LLC was the Lead Arranger of the New Credit
Facility. The New Credit Facility refinances an earlier credit
facility that provided for a $250,000,000 revolving credit facility that was
scheduled to expire on December 16, 2009 (the “Prior Credit Facility”), but has
now been terminated. The New Credit Facility is scheduled to
terminate on December 11, 2012.
Borrowings
under the New Credit Facility bear interest, at the Company’s option at (i) at a
rate per annum equal to the greater of (A) PNC Bank N.A.’s prime rate, (B) the
Federal Funds Open Rate, as quoted on stated electronic sources that display
such rate, plus 0.50%, and (C) the Daily Euro-Rate (as defined in the agreement)
plus 1.00%, plus in the case of (A), (B), and (C), an applicable margin of 1.00%
to 2.00%, depending upon the credit rating of the Company from
Standard & Poor’s and Moody’s Investor Services, Inc., or a successor
nationally recognized statistical rating agency (“Credit Rating”), or (ii) a
rate per annum equal to the Euro-Rate plus an applicable margin of 2.00% to
3.00%, depending on the Credit Rating. The Commitment Fee Rate for
the New Credit Facility may range from 0.35% to 0.50%, depending upon the Credit
Rating. As of the closing of the New Credit Facility, the Commitment
Fee Rate was 0.35%, the applicable margin for loans described in (i) above was
1.00% and the applicable margin for loans described in (ii) above was
2.00%. The New Credit Facility permits the borrowing of
revolving loans and swingline loans, as well as the issuance of letters of
credit. The New Credit Facility also includes an accordion feature, which would
allow us, in the absence of a default or event of default and subject to certain
conditions and deliveries, to increase from time to time, with the existing or
new lenders, the revolving credit commitments under the New Credit Facility in
minimum $10,000,000 increments up to a maximum of
$50,000,000.
The New
Credit Facility contains representations, warranties, covenants, conditions and
defaults customary for transactions of this type, including but not limited to:
(a) a maximum leverage ratio (consolidated total indebtedness to
consolidated total capitalization as defined in the New Credit Facility), of not
more than 0.65 to 1.00 at any time; (b) a minimum interest coverage ratio
(consolidated income from operations to consolidated interest expense as defined
in the New Credit Facility), of not less than 2.50 to 1.00, (c) limitations on
liens and incurrence of debt, investments, and mergers and asset dispositions,
and the use of the proceeds of the New Credit Facility; (d) requirements to
preserve corporate existence, and comply with laws; and (e) default provisions,
including defaults for non-payment, defaults for breach of representations and
warranties, defaults for insolvency, defaults for non-performance of covenants,
cross-defaults and guarantor defaults. The occurrence of an event of default
under the New Credit Facility could result in all loans and other obligations of
the Company becoming immediately due and payable and the New Credit Facility
being terminated.
This
description of the New Credit Facility is not complete and is qualified in its
entirety by reference to the entire New Credit Facility, a copy of which is
being filed as Exhibit 4.1 to this Form 8-K, and which is incorporated by
reference herein. The Company and its affiliates regularly engage the
banks listed above to provide other banking services. All of these engagements
are negotiated at arm’s length.
|
Item 1.02
|
Termination
of a Material Definitive Agreement.
|
The
information required by this item is included in Item 1.01 and incorporated
herein by reference.
|
Item 2.03.
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
|
The
information required by this item is included in Item 1.01 and incorporated
herein by reference.
|
Item 9.01.
|
Financial
Statements and Exhibits.
|
(a) Financial
Statements of Businesses
Acquired.
Not
applicable.
(b) Pro
Forma Financial
Information. Not
applicable.
(c) Exhibits
Exhibit
Number Description
|
4.1
|
Credit
Agreement dated as of December 11, 2009 by and among New Jersey Natural
Gas Company, the Lenders party thereto, PNC Bank, National Association, as
Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and
U.S. Bank National Association and Toronto Dominion (New York) LLC, as
Documentation Agents.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
NEW JERSEY RESOURCES
CORPORATION
|
|
|
Date: January
8, 2010
|
|
|
By: /s/ Glenn C.
Lockwood
|
|
|
Glenn
C. Lockwood
Senior
Vice President and
Chief
Financial Officer
|
EXHIBIT
INDEX
Exhibit
Number Description
|
4.1
|
Credit
Agreement dated as of December 11, 2009 by and among New Jersey Natural
Gas Company, the Lenders party thereto, PNC Bank, National Association, as
Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and
U.S. Bank National Association and Toronto Dominion (New York) LLC, as
Documentation Agents.
|