andRights Agreement • October 9th, 1996 • South Jersey Industries Inc • Natural gas distribution • New Jersey
SOUTH JERSEY INDUSTRIES, INC. 6,000,000 Equity Units (Initially Consisting of 6,000,000 Corporate Units) Underwriting AgreementUnderwriting Agreement • March 22nd, 2021 • South Jersey Industries Inc • Natural gas distribution • New York
Each Corporate Unit will initially consist of (a) a 1/20th, or 5%, undivided beneficial ownership interest in $1,000 principal amount of the Company’s 2021 Series B 1.65% Remarketable Junior Subordinated Notes due 2029 (the “Notes”) and (b) a stock purchase contract (a “Purchase Contract”) issued by the Company pursuant to which the holder of such Purchase Contract will purchase from the Company on March 15, 2024, subject to earlier termination or settlement, for an amount in cash equal to the stated amount per Equity Unit (as defined below) of $50 (the “Stated Amount”), a number of shares of common stock, par value $1.25 per share, of the Company (the “Stock”), as set forth in the Purchase Contract and Pledge Agreement. The Notes will be issued pursuant to a Junior Subordinated Indenture (the “Base Indenture”), dated April 23, 2018 as amended and supplemented by a First Supplemental Indenture (the “First Supplemental Indenture”), dated April 23, 2018 and a Second Supplemental Indentur
THREE-YEAR REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 9th, 2004 • South Jersey Industries Inc • Natural gas distribution • New York
South Jersey Industries, Inc. $115,000,000 Senior Notes $64,000,000 2.39% Senior Notes, Series 2012A, due June 28, 2015 $16,000,000 2.71% Senior Notes, Series 2012B, due June 28, 2017 $35,000,000 3.46% Senior Notes, Series 2012C, due June 28, 2022...Note Purchase Agreement • June 29th, 2012 • South Jersey Industries Inc • Natural gas distribution • New York
South Jersey Industries, Inc., a New Jersey corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
AMENDED AND RESTATED LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT Dated as of September 19, 2002Letter of Credit and Reimbursement Agreement • March 9th, 2005 • South Jersey Industries Inc • Natural gas distribution • New York
CREDIT AGREEMENTCredit Agreement • April 6th, 2020 • South Jersey Industries Inc • Natural gas distribution • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 3, 2020 among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
TERM LOAN CREDIT AGREEMENTCredit Agreement • June 6th, 2012 • South Jersey Industries Inc • Natural gas distribution • New York
This TERM LOAN CREDIT AGREEMENT (as it may be amended, supplemented or otherwise modified in accordance with the terms hereof at any time and from time to time, this “Agreement”) dated as of June 1, 2012, among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (each a “Lender” and collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., a national banking association organized and existing under the laws of the United States of America (“JPMorgan”), as administrative agent for the Lenders hereunder (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
Common Stock ($1.25 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTAtm Equity Offering Sales Agreement • April 6th, 2020 • South Jersey Industries Inc • Natural gas distribution • New York
and U.S. BANK National Association, as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary PURCHASE CONTRACT AND PLEDGE AGREEMENT Dated as of March 22, 2021Purchase Contract and Pledge Agreement • March 22nd, 2021 • South Jersey Industries Inc • Natural gas distribution • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of March 22, 2021, among SOUTH JERSEY INDUSTRIES, INC., a corporation duly organized and existing under the laws of the State of New Jersey (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, acting as purchase contract agent for, and, for purposes of the Pledge created hereby, as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securiti
AMENDMENT NO. 1Reimbursement Agreement • March 11th, 2016 • South Jersey Industries Inc • Natural gas distribution • New York
This AMENDMENT NO. 1 (this “Amendment”), dated as of March 10, 2016, is entered into by and among South Jersey Industries, Inc. (“Applicant”), the Banks party hereto (the “Banks”) and JPMorgan Chase Bank, N.A., as a Bank, as Issuing Bank (in such capacity, the “Issuing Bank”), and as Administrative Agent (in such capacity, the “Administrative Agent”).
TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • November 2nd, 2015 • South Jersey Industries Inc • Natural gas distribution • New York
This TERM LOAN CREDIT AGREEMENT (as it may be amended, restated, supplemented or otherwise modified in accordance with the terms hereof at any time and from time to time, this “Agreement”) dated as of October 28, 2015, among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement as lenders (each a “Lender” and collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), as administrative agent for the Lenders hereunder (in such capacity, together with its branches and Affiliates, and successors and permitted assigns in such capacity, the “Administrative Agent”).
Date: March 18, 2021 To: South Jersey Industries, Inc. 1 South Jersey Plaza Folsom, New Jersey 08037 From: Bank of America, N.A. One Bryant Park New York, NY 10036 Attn: Rohan Handa Telephone: 646-855-8654 E-mail: rohan.handa@bofa.comRegistered Forward Transaction • March 22nd, 2021 • South Jersey Industries Inc • Natural gas distribution • New York
75,000,000 Senior Notes, Series 2020A, due 2027 $125,000,000 Senior Notes, Series 2020B, due 2030Note Purchase Agreement • May 29th, 2020 • South Jersey Industries Inc • Natural gas distribution • New York
South Jersey Industries, Inc., a New Jersey corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), agrees with each of the Purchasers as follows:
Dated as of March 1, 1997 Providing for the Issuance of First Mortgage Bonds, 7.70% Series due 2027Supplemental Indenture • March 27th, 1998 • South Jersey Industries Inc • Natural gas distribution
THIS TWENTY-FIRST SUPPLEMENTAL INDENTURE dated as of March 1, 1997 between SOUTH JERSEY GAS COMPANY, a New Jersey corporation, with principal offices at Number One South Jersey Plaza, Route 54, Folsom, New Jersey 08037, party of the first part, hereinafter called the "Company," and The Bank of New York (successor trustee to Guarantee Bank), a New York banking corporation with a corporate trust office at 385 Rifle Camp Road, West Paterson, New Jersey 07424, party of the second part, hereinafter called "Trustee," as Trustee under the Indenture of Mortgage hereinafter mentioned, Witnesseth that:
SOUTH JERSEY INDUSTRIES, INC. 10,250,000 Shares of Common Stock, Par Value $1.25 Per Share Underwriting AgreementUnderwriting Agreement • March 22nd, 2021 • South Jersey Industries Inc • Natural gas distribution • New York
South Jersey Industries, Inc., a New Jersey corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 362,359 shares of common stock, par value $1.25 per share, of the Company (the “Underwritten Shares”). The shares of common stock, par value $1.25 per share, of the Company are referred to herein as the “Stock”.
CREDIT AGREEMENT Dated as of June 26, 2018 among ETG ACQUISITION CORP., as Borrower, SOUTH JERSEY INDUSTRIES, INC., as Guarantor, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and BANK OF AMERICA, N.A., as Administrative AgentCredit Agreement • July 2nd, 2018 • South Jersey Industries Inc • Natural gas distribution • New York
This CREDIT AGREEMENT (as it may be amended, supplemented or otherwise modified in accordance with the terms hereof at any time and from time to time, this “Agreement”) dated as of June 26, 2018, among ETG ACQUISITION CORP., a New Jersey corporation and a newly formed, wholly owned domestic subsidiary of the Company (as defined below) (the “Borrower”), SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (the “Company”), the several banks and other financial institutions from time to time parties to this Agreement (each a “Lender” and collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States of America (“Bank of America”), as administrative agent for the Lenders hereunder (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
75,000,000 Senior Notes, Series 2020A, due 2027 $125,000,000 Senior Notes, Series 2020B, due 2030Note Purchase Agreement • August 4th, 2020 • South Jersey Industries Inc • Natural gas distribution • New York
South Jersey Industries, Inc., a New Jersey corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), agrees with each of the Purchasers as follows:
FIRST AMENDMENT TO THREE-YEAR REVOLVING CREDIT AGREEMENTThree-Year Revolving Credit Agreement • November 9th, 2004 • South Jersey Industries Inc • Natural gas distribution • New York
SOUTH JERSEY INDUSTRIES, INC. $200,000,000 5.625% Junior Subordinated Notes due 2079 Underwriting AgreementUnderwriting Agreement • September 16th, 2019 • South Jersey Industries Inc • Natural gas distribution • New York
The Underwritten Securities will be issued pursuant to a base indenture (the “Base Indenture”), as amended and supplemented by a First Supplemental Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each dated as of the Closing Date (as defined in Section 2(d)), between the Company and Branch Banking and Trust Company, a North Carolina banking association, as trustee (the “Trustee”).
364-DAY REVOLVING CREDIT AGREEMENT364-Day Revolving Credit Agreement • September 9th, 2016 • South Jersey Industries Inc • Natural gas distribution • New York
This 364-DAY REVOLVING CREDIT AGREEMENT (as it may be amended, restated, supplemented or otherwise modified in accordance with the terms hereof at any time and from time to time, this “Agreement”) dated as of September 7, 2016, among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement as lenders (each a “Lender” and collectively, the “Lenders”), and MORGAN STANLEY SENIOR FUNDING, INC., a Delaware corporation (“Morgan Stanley”), as administrative agent for the Lenders hereunder (in such capacity, together with its branches and Affiliates, and successors and permitted assigns in such capacity, the “Administrative Agent”).
CREDIT AGREEMENTCredit Agreement • September 26th, 2019 • South Jersey Industries Inc • Natural gas distribution • New York
This CREDIT AGREEMENT is entered into as of September 23, 2019 among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (the “Borrower”), and BANK OF AMERICA, N.A., as the Lender.
FORM OF SERIES 2014A-3 NOTE SOUTH JERSEY INDUSTRIES, INC.Senior Note Agreement • September 29th, 2014 • South Jersey Industries Inc • Natural gas distribution
This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of June 26, 2014 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. This Note is a Series 2014A-3 Note. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.
SOUTH JERSEY GAS COMPANY SOUTH JERSEY ENERGY COMPANY Officer Employment AgreementOfficer Employment Agreement • January 6th, 2012 • South Jersey Industries Inc • Natural gas distribution • New Jersey
THIS AGREEMENT made as of the first day of January, 2012, by and between South Jersey Industries, Inc. (“SJI”) and/or one or more of its subsidiaries South Jersey Gas Company, South Jersey Energy Solutions, LLC and SJI Services, LLC, all corporations or limited liability companies, having their principal offices at Number One South Jersey Plaza, Route 54, Folsom, New Jersey (the “Companies”), and ___________ (the “Officer”).
FIVE YEAR REVOLVING CREDIT AGREEMENT Dated as of August 22, 2006, among SOUTH JERSEY INDUSTRIES, INC., as Borrower and THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and BANK OF...Credit Agreement • November 8th, 2010 • South Jersey Industries Inc • Natural gas distribution • New York
This FIVE YEAR REVOLVING CREDIT AGREEMENT (as it may be amended, supplemented or otherwise modified in accordance with the terms hereof at any time and from time to time, this “Agreement”) dated as of August 22, 2006, among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (each a “Lender” and collectively, the “Lenders”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (“Wachovia”), as administrative agent for the Lenders hereunder (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
Dated as of July 2, 2018 This Instrument Contains After-Acquired Property Provisions ELIZABETHTOWN GAS COMPANY Reconciliation and Tie between Trust Indenture Act of 1939 and Indenture, dated as of July 2, 2018First Mortgage Indenture • December 26th, 2018 • South Jersey Industries Inc • Natural gas distribution • New Jersey
ASSET PURCHASE AGREEMENT by and between Pivotal Utility Holdings, Inc. as Seller, and South Jersey Industries, Inc. as Buyer Dated as of October 15, 2017Asset Purchase Agreement • October 16th, 2017 • South Jersey Industries Inc • Natural gas distribution • New York
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of October 15, 2017, by and between Pivotal Utility Holdings, Inc., a New Jersey corporation (“Seller”), and South Jersey Industries, Inc., a New Jersey corporation (“Buyer” and together with Seller, the “Parties” and each individually a “Party”).
FORM OF 3.46% SENIOR NOTE, SERIES 2012C, DUE JUNE 28, 2022 SOUTH JERSEY INDUSTRIES, INC.Senior Note Agreement • June 29th, 2012 • South Jersey Industries Inc • Natural gas distribution
This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of June 28, 2012 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.
100,000,000 Senior Notes, Series 2022A, due July 14, 2027 $100,000,000 Senior Notes, Series 2022B, due July 14, 2029 $120,000,000 Senior Notes, Series 2022C, due July 14, 2032 $80,000,000 Senior Notes, Series 2022D, due July 14, 2034Note Purchase Agreement • July 19th, 2022 • South Jersey Industries Inc • Natural gas distribution • New York
South Jersey Industries, Inc., a New Jersey corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), agrees with each of the Purchasers as follows:
CREDIT AGREEMENT Dated as of April 29, 2011, among SOUTH JERSEY INDUSTRIES, INC., as Borrower and THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender, Swingline Lender and...Revolving Credit Agreement • May 3rd, 2011 • South Jersey Industries Inc • Natural gas distribution • New York
This FOUR-YEAR REVOLVING CREDIT AGREEMENT (as it may be amended, supplemented or otherwise modified in accordance with the terms hereof at any time and from time to time, this “Agreement”) dated as of April 29, 2011, among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (each a “Lender” and collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (“Wells Fargo”), as administrative agent for the Lenders hereunder (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
LOAN AGREEMENTLoan Agreement • March 2nd, 2009 • South Jersey Industries Inc • Natural gas distribution • New York
This Loan Agreement (“Agreement”) is dated this 15th day of December, 2008, by and between South Jersey Gas Company (“Borrower”), a New Jersey corporation and Toronto Dominion (New York) LLC (“Lender”).
FORM OF SERIES 2014B-2 NOTE SOUTH JERSEY INDUSTRIES, INC. FLOATING RATE SENIOR NOTE, SERIES 2014B-2, DUE SEPTEMBER 26, 2019Floating Rate Senior Note • September 29th, 2014 • South Jersey Industries Inc • Natural gas distribution
This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of June 26, 2014 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. This Note is a Series 2014B-2 Note. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.
SERVICE AGREEMENT between TRANSCONTINENTAL GAS PIPE LINE CORPORATION and SOUTH JERSEY GAS COMPANYService Agreement • March 3rd, 2006 • South Jersey Industries Inc • Natural gas distribution
THIS AGREEMENT entered into this 27th day of June, 2005, by and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation, hereinafter referred to as "Seller," first party, and SOUTH JERSEY GAS COMPANY, a New Jersey corporation, hereinafter referred to as "Buyer," second party,
AMENDMENT NO. 3Letter of Credit Reimbursement Agreement • May 3rd, 2011 • South Jersey Industries Inc • Natural gas distribution • New York
This AMENDMENT NO. 3 (this “Amendment”), dated as of April 29, 2011, is entered into by and among South Jersey Industries, Inc. (“Borrower”), the Lenders signatory hereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as a Lender, as Issuing Lender (in such capacity, the “Issuing Lender”), and as Administrative Agent (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • October 30th, 2013 • South Jersey Industries Inc • Natural gas distribution • New York
This AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT (as it may be amended, restated, supplemented or otherwise modified in accordance with the terms hereof at any time and from time to time, this “Agreement”) dated as of October 24, 2013, among SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement as lenders (each a “Lender” and collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., a national banking association organized and existing under the laws of the United States (“JPMorgan”), as administrative agent for the Lenders hereunder (in such capacity, together with its branches and Affiliates, and successors and permitted assigns in such capacity, the “Administrative Agent”).
MORTGAGESecond Amendment to Twenty-Fourth Supplemental Indenture • March 1st, 2011 • South Jersey Industries Inc • Natural gas distribution
THIS SECOND AMENDMENT TO TWENTY-FOURTH SUPPLEMENTAL INDENTURE dated as of December 20, 2010 between SOUTH JERSEY GAS COMPANY, a New Jersey corporation with principal offices at One South Jersey Plaza, Route 54, Folsom, New Jersey 08037, party of the first part, hereinafter called the “Company,” and The Bank of New York Mellon (successor trustee to Guarantee Bank and previously known as The Bank of New York), a New York banking corporation with a corporate trust office at 101 Barclay Street, Floor 21 West, New York, New York 10286, party of the second part, hereinafter called “Trustee,” as Trustee under the Indenture of Mortgage hereinafter mentioned, Witnesseth that:
