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EX-10.1 - EXHIBIT 10.1 - SOUTH JERSEY GAS Coex10_1.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 6, 2012
 
SOUTH JERSEY GAS COMPANY
(Exact Name of Registrant as Specified in Charter)
 
New Jersey
 
0-22211
 
21-0398330
(State or Other Jurisdiction  of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
1 South Jersey Plaza,  Folsom, NJ  08037
(Address of Principal Executive Offices) (Zip Code)
 
(609) 561-9000
(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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
Item 1.01.  Entry into a Material Definitive Agreement.

As previously disclosed, on July 1, 2011, South Jersey Gas Company (the “Company”) established a commercial paper program (the “Program”) under which the Company may issue unsecured commercial paper notes (the “Notes”) on a private placement basis up to a maximum aggregate amount outstanding at any time of $200 million.

On January 6, 2012, the Company entered into a Commercial Paper Dealer Agreement (the “Dealer Agreement”) with Wells Fargo Securities, LLC (the “Dealer”), which will act as a second dealer under the Program.  The Dealer Agreement is substantially identical to the dealer agreement the Company previously entered into with Merrill Lynch, Pierce, Fenner & Smith Incorporated.  The Dealer Agreement contains customary representations, warranties, covenants and indemnification provisions and provides the terms under which the Dealer will either purchase from the Company or arrange for the sale by the Company of Notes pursuant to an exemption from federal and state securities laws.

Under the Program, the Company may issue the Notes from time to time, and the proceeds from the Notes will be used for general corporate purposes.  The maturities of the Notes will vary, but may not exceed 270 days from the date of issue.  The Notes will be sold under customary terms in the commercial paper market and will be issued at a discount from par, or, alternatively, will be sold at par and bear varying interest rates on a fixed or floating basis. The interest rates will vary based on market conditions and the ratings assigned to the Notes by credit rating agencies at the time of issuance.

The Program contains certain events of default including, among other things: non-payment of principal or interest on a Note; and bankruptcy and insolvency events.

The Dealer and certain of its affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services or other services for the Company or its affiliates, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

A copy of the Dealer Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01. The foregoing summary of the Dealer Agreement is qualified in its entirety by reference to the text of the Dealer Agreement filed herewith.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

 
10.1
Commercial Paper Dealer Agreement, dated as of January 6, 2012, between South Jersey Gas Company and Wells Fargo Securities, LLC.

 
 

 
 
SIGNATURES

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.
  
 
SOUTH JERSEY GAS COMPANY
   
 
 
 
Dated:  January  9, 2012
By:
 /s/ David A. Kindlick                                                
  Name:
David A. Kindlick 
  Title: Senior Vice President and Chief Financial Officer

 
 

 
 
EXHIBIT INDEX
 
Exhibit No.   Description
     
 
Commercial Paper Dealer Agreement, dated as of January 5, 2012, between South Jersey Gas Company and Wells Fargo Securities, LLC.