PNG COMPANIES LLC FOURTH SUPPLEMENT TO NOTE PURCHASE AGREEMENT Dated as of November 9, 2017 Re: $100,000,000 2.90% Series 2017-C Senior Secured Notes, Tranche 1, due December 18, 2022 $200,000,000 3.38% Series 2017-C Senior Secured Notes, Tranche 2,...
Exhibit 10.1.7
EXECUTION VERSION
PNG COMPANIES LLC
FOURTH SUPPLEMENT TO NOTE PURCHASE AGREEMENT
Dated as of November 9, 2017
Re: $100,000,000 2.90% Series 2017-C Senior Secured Notes,
Tranche 1, due December 18, 2022
$200,000,000 3.38% Series 2017-C Senior Secured Notes,
Tranche 2, due December 18, 2027
$200,000,000 3.63% Series 2017-C Senior Secured Notes,
Tranche 3, due December 18, 2032
PNG COMPANIES LLC
000 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Dated as of
November 9, 2017
To the Purchasers listed in
the attached Schedule A hereto
Ladies and Gentlemen:
This Fourth Supplement to Note Purchase Agreement (this “Fourth Supplement”) is between PNG COMPANIES LLC, a Delaware limited liability company (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).
Reference is hereby made to that certain Note Purchase Agreement dated as of February 26, 2010 (as amended by that certain First Amendment to Note Purchase Agreement dated as of August 10, 2011, that certain Second Amendment to Note Purchase Agreement dated as of August 22, 2013, that certain Third Amendment to Note Purchase Agreement to be entered into concurrently with this Fourth Supplement, and the First Supplement to Note Purchase Agreement dated as of December 12, 2013, the “Note Purchase Agreement”) between the Company and the purchasers listed on Schedule A thereto. All capitalized terms not otherwise defined herein shall have the same meaning as specified in the Note Purchase Agreement. Reference is further made to Section 2.2(c)(2) of the Note Purchase Agreement which requires that, prior to the delivery of any Additional Notes, the Company and each Additional Purchaser shall execute and deliver a Supplement.
The Company hereby agrees with the Purchasers as follows:
1. The Company has authorized the issue and sale of $500,000,000 aggregate principal amount of its Series 2017-C Senior Secured Notes consisting of (a) $100,000,000 aggregate principal amount of its 2.90% Series 2017-C Senior Secured Notes, Tranche 1, due December 18, 2022 (the “Series 0000-X Xxxxxxx 1 Notes”), (b) $200,000,000 aggregate principal amount of its 3.38% Series 2017-C Senior Secured Notes, Tranche 2, due December 18, 2027 (the “Series 0000-X Xxxxxxx 2 Notes”) and (c) $200,000,000 aggregate principal amount of its 3.63% Series 2017-C Senior Secured Notes, Tranche 3, due December 18, 2032 (the “Series 0000-X Xxxxxxx 3 Notes”). The Series 0000-X Xxxxxxx 1 Notes, the Series 0000-X Xxxxxxx 2 Notes and the Series 0000-X Xxxxxxx 3 Notes are collectively referred to as the “Series 2017-C Notes.” The Series 2017-C Notes, together with the Series 2010-A Notes initially issued pursuant to the Note Purchase Agreement, the Series 2013-A Notes issued pursuant to the First Supplement to the Note Purchase Agreement dated as of December 12,
2013, the Series 2017-A Notes issued pursuant to the Second Supplement dated as of July 14, 2017, the Series 2017-B Notes issued pursuant to the Third Supplement dated as of September 20, 2017 and each series of Additional Notes which may from time to time hereafter be issued pursuant to the provisions of Section 2.2 of the Note Purchase Agreement, are collectively referred to as the “Notes” (such term shall also include any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Series 0000-X Xxxxxxx 1 Notes, the Series 0000-X Xxxxxxx 2 Notes and the Series 0000-X Xxxxxxx 3 Notes shall be substantially in the form set out in Exhibit 1(a), Exhibit 1(b) and Exhibit 1(c) hereto, respectively, with such changes therefrom, if any, as may be approved by the Purchasers and the Company.
2. Subject to the terms and conditions hereof and as set forth in the Note Purchase Agreement and on the basis of the representations and warranties hereinafter set forth, the Company will issue and sell to each Purchaser, at the Closing provided for in Section 3, and each Purchaser will purchase from the Company, Series 2017-C Notes of the tranche and in the principal amount specified opposite such Purchaser’s name in Schedule A hereto at a price of 100% of the principal amount thereof. The obligations of each Purchaser hereunder are several and not joint obligations and no Purchaser shall have any obligation or any liability to any Person for the performance or nonperformance by any other Purchaser hereunder.
3. The execution and delivery of this Fourth Supplement shall occur on November 9, 2017 (the “Execution Date”). The sale and purchase of the Series 2017-C Notes to be purchased by each Purchaser shall occur at the offices of Xxxxxx Xxxxxx LLP, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 11:00 a.m. New York, New York time, at a closing (the “Closing”) on December 18, 2017 or on such other Business Day thereafter as may be agreed upon by the Company and the Purchasers (the “Closing Date”). At the Closing, the Company will deliver to each Purchaser the Series 2017-C Notes of each tranche to be purchased by such Purchaser in the form of a single Series 2017-C Note of such tranche (or such greater number of Series 2017-C Notes of such tranche in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account designated by the Company in accordance with the funding instructions described in Section 4(m). If, at the Closing, the Company shall fail to tender such Series 2017-C Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Fourth Supplement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.
4. The obligation of each Purchaser to purchase and pay for the Series 2017-C Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to the Closing, of the following conditions:
(a) Except as deemed modified or substituted and replaced by the representations and warranties set forth in Exhibit A hereto, each of the representations and warranties of the Company set forth in Section 5 of the Note Purchase Agreement shall be true and correct as of the Execution Date and as of the Closing Date.
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(b) The Company shall have performed and complied with all agreements and conditions contained in the Note Purchase Agreement as supplemented by the Fourth Supplement and the Security Documents required to be performed or complied with by it prior to or on the Closing Date, and after giving effect to the issue and sale of the Series 2017-C Notes (and the application of the proceeds thereof as contemplated by Section 5.14 of Exhibit A hereto), no Default or Event of Default shall have occurred and be continuing and no waiver of Default or Event of Default shall be in effect.
(c) The Company shall have delivered to such Purchaser:
(i) an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in Sections 4(a), (b) and (l) have been fulfilled;
(ii) an Officer’s Certificate executed by a duly authorized Senior Financial Officer stating that such officer has reviewed the provisions of the Note Purchase Agreement (including this Fourth Supplement) and setting forth the information and computations (in sufficient detail) required to establish whether after giving effect to the issuance of the Series 2017-C Notes and after giving effect to the application of the proceeds thereof, the Company will be in compliance with the requirements of Sections 10.1, 10.2 and 10.3 of the Note Purchase Agreement on such date; and
(iii) a certificate of its Secretary, Assistant Secretary or other officer, dated the Closing Date, certifying as to the resolutions attached thereto and other limited liability company proceedings relating to the authorization, execution and delivery of the Series 2017-C Notes and this Fourth Supplement.
(d) Each Security Document shall be in full force and effect and such Purchaser shall have received a duly executed copy thereof. The Company shall have delivered any certificates representing the issued and outstanding Capital Stock pledged under the Security Documents and instruments of assignment executed in blank to the Collateral Agent. Pursuant to the Security Documents, the Collateral Agent, for the equal and ratable benefit of the Purchasers, the other holders of Notes and the Lenders, shall have a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted to be prior pursuant to Section 10.4 of the Note Purchase Agreement). Such Purchaser shall have received the results of a recent Lien search with respect to the Company, and such search shall reveal no Liens on any of the assets of the Company except for Liens permitted by Section 10.4 of the Note Purchase Agreement or discharged on or prior to the Closing Date pursuant to documentation satisfactory to such Purchaser.
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(e) Each Purchaser shall have become a party to the Intercreditor Agreement pursuant to a Joinder to Intercreditor Agreement in the form attached thereto.
(f) Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the Closing Date (i) from O’Melveny & Xxxxx LLP, counsel for the Company, covering the matters set forth in Exhibit 4(f)(i) to this Fourth Supplement and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to such Purchaser), (ii) from Post & Xxxxxx P.C., special Pennsylvania counsel for the Company, covering the matters set forth in Exhibit 4(f)(ii) to this Fourth Supplement and covering such other matters incident to the transactions contemplated hereby as such Purchaser or special counsel to the Purchasers may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to such Purchaser) and (iii) from Xxxxxx Xxxxxx LLP, special counsel to the Purchasers in connection with such transactions, substantially in the form set forth in Exhibit 4(f)(iii) to this Fourth Supplement and covering such other matters incident to such transactions as such Purchaser may reasonably request.
(g) On the Closing Date, such Purchaser’s purchase of Series 2017-C Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (iii) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation. If requested by any Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
(h) Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Series 2017-C Notes to be purchased by it at the Closing as specified in Schedule A to this Fourth Supplement.
(i) Without limiting the provisions of Section 15.1 of the Note Purchase Agreement, the Company shall have paid on or before the Closing the reasonable fees, charges and disbursements of special counsel to the Purchasers referred to in Section 4(f)(iii) to the extent reflected in a statement of such counsel rendered to the Company at least two Business Days prior to the date of the Closing.
(j) A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for each tranche of the Series 2017-C Notes.
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(k) All consents, authorizations and approvals (including, without limitation, shareholders’ consents) from, and all declarations, filings and registrations with, all Governmental Authorities or third parties that are necessary in connection with the issuance and sale of the Series 2017-C Notes and the other transactions contemplated hereby shall have been obtained, or made, and remain in full force and effect and final, free of any term, condition, restriction, imposed liability that is or any other provisions that are materially adverse to the operations and business of the Company or any of its Subsidiaries. Such Purchaser shall have received copies of any such consents, authorizations, declarations, filings and registrations referenced in the preceding sentence, including without limitation, those issued by federal, Commonwealth of Pennsylvania and Commonwealth of Kentucky Governmental Authorities.
(l) The Company shall not have changed its jurisdiction of formation or organization, as applicable, or, except for the Delta Transaction, been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5 to this Fourth Supplement.
(m) At least three Business Days prior to the date of Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company directing the manner of the payment of funds and setting forth (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number, (iii) the account name and number into which the purchase price for the Series 2017-C Notes is to be deposited and (iv) the name and telephone number of the account representative responsible for verifying receipt of such funds.
(n) Immediately after giving effect to the issuance of the Series 2017-C Notes, the Notes (including the Series 2017-C Notes) shall have at least an Investment Grade Rating by at least two Rating Agencies and each holder of Notes shall have received evidence thereof; provided that in the event that, prior to such issuance, any Rating Agency does not have an Investment Grade Rating on the Notes, this condition shall be met in the event the Notes (including the Series 2017-C Notes) have at least the same rating as the Notes were rated immediately prior to the issuance of the Series 2017-C Notes by such Rating Agency and each holder of Notes shall have received evidence thereof.
(o) The Note Purchase Agreement shall not have been amended, waived or otherwise modified subsequent to the date of the Memorandum except for amendments, waivers or modifications which are reasonably acceptable to such Purchaser.
(p) All limited liability company and other proceedings in connection with the transactions contemplated by this Fourth Supplement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and special counsel to the Purchasers, and such Purchaser and special counsel to the Purchasers shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or special counsel to the Purchasers may reasonably request.
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(q) The Company shall have delivered to each holder of Series 2010-A Notes, each holder of Series 2013-A Notes, each holder of Series 2017-A Notes and each holder of 2017-B Notes (i) a copy of the Officer’s Certificate referenced in clause (c)(ii) above and (ii) the evidence of ratings referenced in clause (n) above.
5. The following provisions shall apply to the Series 2017-C Notes:
(a) Required Prepayments for the Series 2017-C Notes. As provided therein, the Series 2017-C Notes shall not be subject to any required prepayments and the entire unpaid principal amount of each Series 2017-C Note shall be due and payable on the stated maturity date thereof.
(b) Optional Prepayments for the Series 2017-C Notes. On or after the date that is (i) 90 days prior to the maturity of the Series 0000-X Xxxxxxx 1 Notes, (ii) 45 days prior to the maturity of the Series 0000-X Xxxxxxx 2 Notes and (iii) 60 days prior to the maturity of the Series 0000-X Xxxxxxx 3 Notes, in each case, the Issuer may, at its option, prepay all or part (pro rata) of such Notes, in an amount of not less than $15,000,000 in aggregate principal amount of such Notes in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus accrued interest to the date of redemption and currency swap breakage costs, if any, incurred by a Canadian holder of Notes, but without the Make-Whole Amount.
(c) Default Rate for the Series 2017-C Notes. “Default Rate” shall mean, with respect to any Series 2017-C Note, that rate of interest that is the greater of (1) 2.00% per annum above the rate of interest stated in clause (a) of the first paragraph of such Series 2017-C Note or (2) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A., in New York, New York as its “base” or “prime” rate.
(d) Make-Whole Amount and Modified Make-Whole Amount for the Series 2017-C Notes. The terms “Make-Whole Amount” and “Modified Make-Whole Amount” shall mean, with respect to any Series 2017-C Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Series 2017-C Note over the amount of such Called Principal, provided that neither the Make-Whole Amount nor the Modified Make-Whole Amount may in any event be less than zero. For the purposes of determining the Make-Whole Amount and Modified Make-Whole Amount, the following terms have the following meanings:
“Applicable Percentage” in the case of a computation of the Modified Make-Whole Amount for purposes of Section 8.8 of the Note Purchase Agreement shall mean 1.00% (100 basis points), and in the case of a computation of the Make-Whole Amount for any other purpose shall mean 0.50% (50 basis points).
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“Called Principal” shall mean, with respect to any Series 2017-C Note, the principal of such Series 2017-C Note that is to be prepaid pursuant to Section 8.2 or Section 8.8 of the Note Purchase Agreement or has become or is declared to be immediately due and payable pursuant to Section 12.1 of the Note Purchase Agreement, as the context requires.
“Discounted Value” shall mean, with respect to the Called Principal of any Series 2017-C Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on such Series 2017-C Note is payable) equal to the Reinvestment Yield with respect to such Called Principal.
“Reinvestment Yield” shall mean, with respect to the Called Principal of any Series 2017-C Note, the Applicable Percentage over the yield to maturity implied by (a) the “Ask-Side(s)” yields reported as of 10:00 a.m. (New York, New York time) on the second Business Day preceding the Settlement Date with respect to such Called Principal on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury Securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (b) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury Securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.
In the case of each determination under clause (a) or clause (b), as the case may be, of the preceding paragraph, such implied yield will be determined, if necessary, by (1) converting U.S. Treasury xxxx quotations to bond-equivalent yields in accordance with accepted financial practice and (2) interpolating linearly between (i) the applicable actively traded on the run U.S. Treasury Security with the maturity closest to and greater than such Remaining Average Life and (ii) the applicable actively traded on the run U.S. Treasury Security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of such Series 2017-C Note.
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“Remaining Average Life” shall mean, with respect to any Called Principal of any Series 2017-C Note, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (a) such Called Principal into (b) the sum of the products obtained by multiplying (1) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (2) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.
“Remaining Scheduled Payments” shall mean, with respect to the Called Principal of any Series 2017-C Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Series 2017-C Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2, Section 8.8 or Section 12.1 of the Note Purchase Agreement.
“Settlement Date” shall mean, with respect to the Called Principal of any Series 2017-C Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or Section 8.8 of the Note Purchase Agreement or has become or is declared to be immediately due and payable pursuant to Section 12.1 of the Note Purchase Agreement, as the context requires.
(e) Additional Definitions.
“Delta” shall mean Delta Natural Gas Company, Inc., a Kentucky corporation.
“Delta Acquisition Agreement” shall mean the Agreement and Plan of Merger dated as of February 20, 2017 among the Company, Delta and Drake Merger Sub Inc., a Kentucky corporation and a direct, Wholly-Owned Subsidiary of the Company and all schedules, exhibits and annexes thereto.
“Delta Transaction” shall mean the merger of Drake Merger Sub Inc. with and into Delta with Delta being the surviving corporation pursuant to the Delta Acquisition Agreement and a Wholly-Owned Subsidiary of the Company.
6. Each Purchaser represents and warrants that the representations and warranties set forth in Section 6 of the Note Purchase Agreement are true and correct as of the Execution Date and as of the Closing Date with respect to the purchase of the Series 2017-C Notes by such Purchaser with the same force and effect as if each reference to “Series 2010-A Notes” contained therein was modified to refer to the “Series 2017-C Notes”.
7. The Company and each Purchaser agree to be bound by and comply with the terms and provisions of the Note Purchase Agreement as supplemented by this Fourth Supplement as fully and completely as if such Purchaser were an original signatory to the Note Purchase Agreement.
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8. All references in the Note Purchase Agreement and all other instruments, documents and agreements relating to, or entered into in connection with the foregoing documents and agreements, to the Note Purchase Agreement shall be deemed to refer to the Note Purchase Agreement, as supplemented by this Fourth Supplement.
9. Except as expressly supplemented by this Fourth Supplement, all terms and provisions of the Note Purchase Agreement remain unchanged and continue, unabated, in full force and effect and the Company hereby reaffirms its obligations and liabilities under the Note Purchase Agreement.
10. This Fourth Supplement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.
11. Any provision of this Fourth Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.
12. All covenants and other agreements contained in this Fourth Supplement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.
13. This Fourth Supplement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.
[Signature Page Follows]
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The execution hereof shall constitute a contract between the Company and the Purchasers for the uses and purposes hereinabove set forth.
| PNG COMPANIES LLC | ||||
| By | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
[Signature Page Fourth Supplement to Note Agreement]
Accepted as of November 9, 2017
| METROPOLITAN LIFE INSURANCE COMPANY | ||
| By: | /s/ Xxxx X. Xxxxx | |
| Name: | Xxxx X. Xxxxx | |
| Title: | Senior Vice President and Managing Director | |
| METLIFE INSURANCE K.K. | ||
| by | MetLife Investment Advisors, LLC, | |
| Its Investment Manager | ||
| By: | /s/ Xxxx X. Xxxxx | |
| Name: | Xxxx X. Xxxxx | |
| Title: | Senior Vice President and Managing Director | |
| BRIGHTHOUSE LIFE INSURANCE COMPANY | ||
| by | MetLife Investment Advisors, LLC, | |
| Its Investment Manager | ||
| BRIGHTHOUSE REINSURANCE COMPANY OF DELAWARE | ||
| by | MetLife Investment Advisors, LLC, | |
| Its Investment Manager | ||
| FARMERS NEW WORLD LIFE INSURANCE COMPANY | ||
| by | MetLife Investment Advisors, LLC, | |
| Its Investment Manager | ||
| ZURICH AMERICAN INSURANCE COMPANY | ||
| by | MetLife Investment Advisors, LLC, | |
| Its Investment Manager | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Managing Director | |
[Signature Page Fourth Supplement to Note Agreement]
| PENSION AND SAVINGS COMMITTEE, ON BEHALF OF THE ZURICH AMERICAN INSURANCE COMPANY MASTER RETIREMENT TRUST | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: |
Xxxxxx X. Xxxxxxx | |
| Title: |
Managing Director | |
[Signature Page Fourth Supplement to Note Agreement]
| PENSIONSKASSE DES BUNDES PUBLICA | ||
| By: | MetLife Investment Management Limited, as Investment Manager | |
| By: | /s/ Xxxxx Xxxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxxx | |
| Title: | Authorised Signatory | |
[Signature Page Fourth Supplement to Note Agreement]
| NEW YORK LIFE INSURANCE COMPANY | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Corporate Vice President | |
| NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION | ||
| By: | NYL Investors LLC, its Investment Manager | |
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Senior Director | |
| NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) | ||
| By: | NYL Investors LLC, its Investment Manager | |
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Senior Director | |
[Signature Page Fourth Supplement to Note Agreement]
| PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY | ||
| By: | PGIM, Inc., as investment manager | |
| By: | /s/ X.X. | |
| Vice President | ||
| THE GIBRALTAR LIFE INSURANCE CO., LTD. | ||
| By: | Prudential Investment Management Japan | |
| Co., Ltd., as Investment Manager | ||
| By: | PGIM, Inc., as Sub-Adviser | |
| By: | /s/ X.X. | |
| Vice President | ||
| THE PRUDENTIAL INSURANCE COMPANY OF AMERICA | ||
| By: | /s/ X.X. | |
| Vice President | ||
| THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD. | ||
| By: | Prudential Investment Management Japan Co., | |
| Ltd., as Investment Manager | ||
| By: | PGIM, Inc., as Sub-Adviser | |
| By: | /s/ X.X. | |
| Vice President | ||
[Signature Page Fourth Supplement to Note Agreement]
| STATE FARM LIFE INSURANCE COMPANY | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Investment Executive | |
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Investment Professional | |
| STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Investment Executive | |
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Investment Professional | |
| STATE FARM INSURANCE COMPANIES EMPLOYEE RETIREMENT TRUST | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Investment Executive | |
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Investment Professional | |
[Signature Page Fourth Supplement to Note Agreement]
| TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name:Xxxxxxx Xxxxxx | ||
| Title:Director | ||
[Signature Page Fourth Supplement to Note Agreement]
| XXXXXXX NATIONAL LIFE INSURANCE COMPANY | ||
| By: | PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company | |
| By: | /s/ Xxxxx X. Xxxxx | |
| Title: |
Xxxxx X. Xxxxx Vice President | |
[Signature Page Fourth Supplement to Note Agreement]
| VOYA INSURANCE AND ANNUITY COMPANY | ||
| VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY | ||
| SECURITY LIFE OF DENVER INSURANCE COMPANY | ||
| RELIASTAR LIFE INSURANCE COMPANY | ||
| RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK | ||
| By: |
Voya Investment Management LLC, as Agent | |
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: |
Xxxxxx X. Xxxxxxxxxx | |
| Title: |
Vice President | |
[Signature Page Fourth Supplement to Note Agreement]
| AXA EQUITABLE LIFE INSURANCE COMPANY | ||
| By | /s/ Xxxxxx XxXxxxxx | |
| Name: | Xxxxxx XxXxxxxx | |
| Title: | Investment Officer | |
[Signature Page Fourth Supplement to Note Agreement]
| ATHENE ANNUITY AND LIFE COMPANY | ||
| By: | Athene Asset Management, L.P., its investment adviser | |
| By: | AAM GP Ltd., its general partner | |
| By: | /s/ Xxxxx X. Xxxx | |
| Name: | Xxxxx X. Xxxx | |
| Title: | Senior Vice President, Fixed Income | |
[Signature Page Fourth Supplement to Note Agreement]
| PRINCIPAL LIFE INSURANCE COMPANY | ||
| By: | Principal Global Investors, LLC | |
| a Delaware limited liability company, | ||
| its authorized signatory | ||
| By: | /s/ Xxxxx Xxxxxxxxxx, Counsel | |
| By: | /s/ Xxxx X. Xxxx, Counsel | |
[Signature Page Fourth Supplement to Note Agreement]
| CONNECTICUT GENERAL LIFE INSURANCE COMPANY | ||
| By: | Cigna Investments, Inc. (authorized agent) | |
| By: | /s/ Xxxxxxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxxxxxx X. Xxxxxx | |
| Title: | Managing Director | |
| CIGNA LIFE INSURANCE COMPANY OF NEW YORK | ||
| By: | Cigna Investments, Inc. (authorized agent) | |
| By: | /s/ Xxxxxxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxxxxxx X. Xxxxxx | |
| Title: | Managing Director | |
| LIFE INSURANCE COMPANY OF NORTH AMERICA | ||
| By: | Cigna Investments, Inc. (authorized agent) | |
| By: | /s/ Xxxxxxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxxxxxx X. Xxxxxx | |
| Title: | Managing Director | |
| CIGNA LIFE INSURANCE COMPANY OF NEW YORK | ||
| By: | Cigna Investments, Inc. (authorized agent) | |
| By: | /s/ Xxxxxxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxxxxxx X. Xxxxxx | |
| Title: | Managing Director | |
[Signature Page Fourth Supplement to Note Agreement]
| MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY | ||
| By: |
Barings LLC as Investment Adviser | |
| By: | /s/ Xxxx X. Xxxxxxx | |
| Name: | Xxxx X. Xxxxxxx | |
| Title: | Managing Director | |
| MASSMUTUAL ASIA LIMITED | ||
| By: |
Barings LLC as Investment Adviser | |
| By: | /s/ Xxxx X. Xxxxxxx | |
| Name: | Xxxx X. Xxxxxxx | |
| Title: | Managing Director | |
[Signature Page Fourth Supplement to Note Agreement]
| SUN LIFE ASSURANCE COMPANY OF CANADA | ||
| 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 | |
[Signature Page Fourth Supplement to Note Agreement]
| GENWORTH LIFE INSURANCE COMPANY | ||
| GENWORTH MORTGAGE INSURANCE CORPORATION | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | Investment Officer | |
[Signature Page Fourth Supplement to Note Agreement]
| UNUM LIFE INSURANCE COMPANY OF AMERICA | ||
| By: Provident Investment Management, LLC | ||
| Its: Agent | ||
| By: | /s/ Xxx X. Xxxxxx | |
| Name: | Xxx X. Xxxxxx | |
| Title: | Vice President, Senior Managing Director | |
[Signature Page Fourth Supplement to Note Agreement]
| THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA | ||
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |
| Name: |
Xxxxxxxxx X. Xxxxxx | |
| Title: |
Senior Director | |
[Signature Page Fourth Supplement to Note Agreement]
| THRIVENT FINANCIAL FOR LUTHERANS | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxx | |
| Name: | Xxxxxxxxxxx Xxxxxx | |
| Title: | Managing Director | |
[Signature Page Fourth Supplement to Note Agreement]
| UNITED OF OMAHA LIFE INSURANCE COMPANY | ||
| By: | /s/ Xxx X. Xxxxxx | |
| Name: | Xxx X. Xxxxxx | |
| Title: | Vice President | |
[Signature Page Fourth Supplement to Note Agreement]
| AMERICAN UNITED LIFE INSURANCE COMPANY | ||
| By: | /s/ Xxxxx X. Xxxxxxxxxxxx | |
| Name: Xxxxx X. Xxxxxxxxxxxx | ||
| Title: Vice President, Fixed Income Securities | ||
| THE STATE LIFE INSURANCE COMPANY | ||
| By: | American United Life Insurance Company | |
| Its: | Agent | |
| By: | /s/ Xxxxx X. Xxxxxxxxxxxx | |
| Name: Xxxxx X. Xxxxxxxxxxxx | ||
| Title: Vice President, Fixed Income Securities | ||
[Signature Page Fourth Supplement to Note Agreement]
| PRIME REINSURANCE COMPANY, INC. | ||
| PRIMERICA LIFE INSURANCE COMPANY | ||
| By: | Conning, Inc., as Investment Manager | |
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | Director | |
[Signature Page Fourth Supplement to Note Agreement]
| THE OHIO NATIONAL LIFE INSURANCE COMPANY | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Vice President | |
| OHIO NATIONAL LIFE ASSURANCE CORPORATION | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Vice President | |
[Signature Page Fourth Supplement to Note Agreement]
| SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Senior Portfolio Manager | |
[Signature Page Fourth Supplement to Note Agreement]
| COUNTRY MUTUAL INSURANCE COMPANY | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | VP - Investments | |
[Signature Page Fourth Supplement to Note Agreement]
| TRAVELERS CASUALTY AND SURETY COMPANY | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President | |
[Signature Page Fourth Supplement to Note Agreement]
| WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Vice President, Investment | |
| By: | /s/ Xxxx Xxxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxxx | |
| Title: | Director, Mortgage Loan & RE | |
[Signature Page Fourth Supplement to Note Agreement]
INFORMATION RELATING TO PURCHASERS
Intentionally left blank.
SCHEDULE A
(to Fourth Supplement to Note Purchase Agreement)
Schedule 5.4
Subsidiaries
| Name |
Jurisdiction |
Percentage Owned by the Company |
Directors and Senior Officers | |||
| Peoples Natural Gas Company LLC | Pennsylvania | 100% | Directors:
1. Xxxxxx X’Xxxxx
2. Xxxxxxxxxxx Xxxxxx
3. Xxxxxx Xxxxxxx
4. Xxxx XxXxxxx
5. Xxxxx Xxxxxxx
6. Xxxxxx Xxxxx
Senior Officers:
1. Xxxxxx X’Xxxxx, President and Chief Executive Officer
2. Xxxx X. XxXxxx-Xxxxx, Senior Vice President and Chief Administrative Officer
3. Xxxxxx X. Xxxxxxxxx, Senior Vice President & Chief Operating Officer
4. Xxxxxxx X. Xxxxxx, Senior Vice President and Chief Financial Officer
5. Xxxx Xxxxxx, Vice President, Construction
6. Xxxxxx Xxxxxxx, Vice President, Reliability
7. Xxxx Xxxxxxxx, Vice President, Human Resources
8. Xxxxx Xxxxxxxxxxxx, Vice President Rates & Regulatory Affairs
9. Xxxxxx Xxxxxx, Vice President, Strategic Planning
10. Xxxx Xxxxxxxxxx, Vice President, Business Development |
| Name |
Jurisdiction |
Percentage Owned by the Company |
Directors and Senior Officers | |||
| Peoples Gas KY LLC | Kentucky | 100% | Senior Officers:
1. Xxxxxx X’Xxxxx, President and Chief Executive Officer
2. Xxxx X. XxXxxx-Xxxxx, Senior Vice President and Chief Administrative Officer
3. Xxxxxx X. Xxxxxxxxx, Senior Vice President & Chief Operating Officer
4. Xxxxxxx X. Xxxxxx, Senior Vice President and Chief Financial Officer
5. Xxxx Xxxxxx, Vice President, Construction
6. Xxxxxx Xxxxxxx, Vice President, Reliability
7. Xxxx Xxxxxxxx, Vice President, Human Resources
8. Xxxxx Xxxxxxxxxxxx, Vice President Rates & Regulatory Affairs
9. Xxxxxx Xxxxxx, Vice President, Strategic Planning
10. Xxxx Xxxxxxxxxx, Vice President, Business Development |
S-5.4-2
| Name |
Jurisdiction |
Percentage Owned by the Company |
Directors and Senior Officers | |||
| Peoples Gas WV LLC | West Virginia | 100% | Senior Officers:
1. Xxxxxx X’Xxxxx, President and Chief Executive Officer
2. Xxxx X. XxXxxx-Xxxxx, Senior Vice President and Chief Administrative Officer
3. Xxxxxx X. Xxxxxxxxx, Senior Vice President & Chief Operating Officer
4. Xxxxxxx X. Xxxxxx, Senior Vice President and Chief Financial Officer
5. Xxxx Xxxxxx, Vice President, Construction
6. Xxxxxx Xxxxxxx, Vice President, Reliability
7. Xxxx Xxxxxxxx, Vice President, Human Resources
8. Xxxxx Xxxxxxxxxxxx, Vice President Rates & Regulatory Affairs
9. Xxxxxx Xxxxxx, Vice President, Strategic Planning
10. Xxxx Xxxxxxxxxx, Vice President, Business Development | |||
S-5.4-3
| Name |
Jurisdiction |
Percentage Owned by the Company |
Directors and Senior Officers | |||
| PNG Gathering LLC | Delaware | 100% | Senior Officers:
1. Xxxxxx X’Xxxxx, President and Chief Executive Officer
2. Xxxx X. XxXxxx-Xxxxx, Senior Vice President and Chief Administrative Officer
3. Xxxxxx X. Xxxxxxxxx, Senior Vice President & Chief Operating Officer
4. Xxxxxxx X. Xxxxxx, Senior Vice President and Chief Financial Officer
5. Xxxx Xxxxxx, Vice President, Construction
6. Xxxxxx Xxxxxxx, Vice President, Reliability
7. Xxxx Xxxxxxxx, Vice President, Human Resources
8. Xxxxx Xxxxxxxxxxxx, Vice President Rates & Regulatory Affairs
9. Xxxxxx Xxxxxx, Vice President, Strategic Planning
10. Xxxx Xxxxxxxxxx, Vice President, Business Development |
S-5.4-4
| Name |
Jurisdiction |
Percentage Owned by the Company |
Directors and Senior Officers | |||
| Peoples Homeworks LLC | Delaware | 100% | Senior Officers:
1. Xxxxxx X’Xxxxx, President and Chief Executive Officer
2. Xxxx X. XxXxxx-Xxxxx, Senior Vice President and Chief Administrative Officer
3. Xxxxxx X. Xxxxxxxxx, Senior Vice President & Chief Operating Officer
4. Xxxxxxx X. Xxxxxx, Senior Vice President and Chief Financial Officer
5. Xxxx Xxxxxx, Vice President, Construction
6. Xxxxxx Xxxxxxx, Vice President, Reliability
7. Xxxx Xxxxxxxx, Vice President, Human Resources
8. Xxxxx Xxxxxxxxxxxx, Vice President Rates & Regulatory Affairs
9. Xxxxxx Xxxxxx, Vice President, Strategic Planning
10. Xxxx Xxxxxxxxxx, Vice President, Business Development |
S-5.4-5
| Name |
Jurisdiction |
Percentage Owned by the Company |
Directors and Senior Officers | |||
| Delta Natural Gas Company, Inc. | Kentucky | 100% | Directors:
1. Xxxx XxXxxxx
2. Xxxxxx X’Xxxxx
3. Xxxxxxx X. Xxxxxx
4. Xxxxxx X. Xxxxxxxxx
5. Xxxx X. XxXxxx-Xxxxx
6. Xxxxxx Xxxxx
7. Xxxxx Xxxxxxxx
Senior Officers:
1. Xxxx Xxxxxxxx, Chief Executive Officer
2. Xxxx Xxxxx, President, Treasurer, and Secretary
3. Xxxxxxx X. Xxxxxx, Chief Financial Officer
4. Xxxxxx Xxxxxxx, Vice President
5. Xxxxx Xxxxxx, Vice President
6. Xxxx Xxxxxxxxx, Vice President | |||
| Delgasco, LLC | Kentucky | 100% | Senior Officers:
1. Xxxx Xxxxxxxx, Chief Executive Officer
2. Xxxx Xxxxx, President, Treasurer, and Secretary
3. Xxxxxxx Xxxxxx, Chief Financial Officer
4. Xxxxxx Xxxxxxx, Vice President
5. Xxxxx Xxxxxx, Vice President
6. Xxxx Xxxxxxxxx, Vice President | |||
S-5.4-6
| Name |
Jurisdiction |
Percentage Owned by the Company |
Directors and Senior Officers | |||
| Delta Resources, LLC | Kentucky | 100% | Senior Officers:
1. Xxxx Xxxxxxxx, Chief Executive Officer
2. Xxxx Xxxxx, President, Treasurer, and Secretary
3. Xxxxxxx Xxxxxx, Chief Financial Officer
4. Xxxxxx Xxxxxxx, Vice President
5. Xxxxx Xxxxxx, Vice President
6. Xxxx Xxxxxxxxx, Vice President | |||
| Enpro, LLC | Kentucky | 100% | Senior Officers:
1. Xxxx Xxxxxxxx, Chief Executive Officer
2. Xxxx Xxxxx, President, Treasurer, and Secretary
3. Xxxxxxx Xxxxxx, Chief Financial Officer
4. Xxxxxx Xxxxxxx, Vice President
5. Xxxxx Xxxxxx, Vice President
6. Xxxx Xxxxxxxxx, Vice President | |||
S-5.4-7
Schedule 5.5
Financial Statements
| 1. | Audited financial statements of the Company for the fiscal years ended (i) December 31, 2015 and (ii) December 31, 2016. |
| 2. | Unaudited financial statement of the Company for the quarter ended June 30, 2017 |
Schedule 5.15
Indebtedness
| 1. | The Company is obligated to make certain loan principal and interest payments pursuant to the Credit Agreement, dated as of February 19, 2015, among the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A, as administrative agent, as amended by that certain First Amendment dated as of June 27, 2017. |
| a. | Principal Amount Outstanding: $125,000,000 |
| b. | Collateral: All collateral described in that certain Amended and Restated Security and Pledge Agreement, dated as of February 26, 2010 by and between the Company and JPMorgan Chase Bank, N.A., as successor collateral agent, as amended by Amendment No. 1, dated as of August 10, 2011. |
| 2. | The Company is obligated to make certain loan principal and interest payments pursuant to the Credit Agreement, dated as of February 23, 2017, among the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A, as administrative agent, as amended by that certain First Amendment dated as of June 27, 2017. |
| a. | Principal Amount Outstanding: $105,000,000 |
| b. | Collateral: All collateral described in that certain Amended and Restated Security and Pledge Agreement, dated as of February 26, 2010 by and between the Company and JPMorgan Chase Bank, N.A., as successor collateral agent, as amended by Amendment No. 1, dated as of August 10, 2011. |
| 3. | The Company is obligated to make certain loan principal and interest payments pursuant to the Second Amended and Restated Credit Agreement, dated as of June 8, 2017, among the Company, the several banks and financial institutions parties thereto, PNC Bank, National Association, MUFG Union Bank, N.A. and Xxxxx Fargo Bank, National Association, as syndication agents, JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, MUFG and Xxxxx Fargo Securities, LLC, as joint lead arrangers and joint bookrunners and JPMorgan Chase Bank, N.A., as administrative agent. |
| a. | Principal Amount Outstanding: $271,000,000 |
| b. | Collateral: All collateral described in that certain Amended and Restated Security and Pledge Agreement, dated as of February 26, 2010 by and between the Company and JPMorgan Chase Bank, N.A., as successor collateral agent, as amended by Amendment No. 1, dated as of August 10, 2011. |
| c. | Letters of Credit Outstanding: Those certain letters of credit listed on Appendix A. |
| 4. | Note Purchase Agreement, dated as of February 26, 2010, between the Company and the Purchasers, as amended by Amendment No. 1, dated August 10, 2011, Amendment No. 2, dated August 23, 2013 and Amendment No. 3 dated November 9, 2017, as supplemented by that certain First Supplement dated as of December 12, 2013, that certain Second Supplement dated as of July 14, 2017, and that certain Third Supplement dated as of September 20, 2017 and the outstanding notes issued thereunder. |
| a. | Principal Amount Outstanding: $695,499,999.95 |
| b. | Collateral: All collateral described in that certain Amended and Restated Security and Pledge Agreement, dated as of February 26, 2010 by and between the Company and JPMorgan Chase Bank, N.A., as successor collateral agent, as amended by Amendment No. 1, dated as of August 10, 2011. |
| 5. | The Company has certain obligations with respect to (i) that certain Commercial Surety General Indemnity Agreements, dated as of August, 2011, between the Company, as Principal, and RLI Insurance Company, as Surety, and (ii) the surety bonds listed on Appendix B. |
| a. | Principal Amount Outstanding: N/A |
| b. | Collateral: None. |
| 6. | Second Amended and Restated Credit Agreement, dated as of June 8, 2017, among LDC Holdings LLC, as the borrower, the several banks and other financial institutions or entities from time to time parties thereto as lenders, PNC Bank, National Association, MUFG Union Bank, N.A. and Xxxxx Fargo Bank, National Association, as syndication agents and JPMorgan Chase Bank, N.A., as administrative agent. |
| 7. | Amended and Restated Limited Liability Company Agreement of the Company, dated as of January 27, 2010, as amended by the First Amendment to the Amended Restated Limited Liability Company Agreement of PNG Companies LLC, dated as of August 10, 2011. |
X-0.00-0
Xxxxxxxx A
| LOC number |
Obligor |
Issuer |
Beneficiary |
Issue Date |
Expiration Date |
Amount | Auto- renewal? |
Cancellation Notice | ||||||||||||||
| CPCS-946065 |
PNG Companies | JPMorganChase | Zurich American Insurance Company | 8/10/2011 | 8/10/2018 | $ | 1,545,020.00 | Yes - 1 year | 30 days | |||||||||||||
| CPCS-381130 |
PNG Companies | JPMorganChase | Zurich American Insurance Company | 10/23/2012 | 10/19/2017 | $ | 191,242.00 | Yes - 1 year | 30 days | |||||||||||||
| CPCS-770103 |
PNG Companies | JPMorganChase | Liberty Mutual Insurance Company | 9/29/2017 | 9/29/2018 | $ | 448,00.00 | Yes - 1 year | 30 days | |||||||||||||
| CPCS-827524 |
PNG Companies | JPMorganChase | Brickstreet Mutual Insurance Company | 1/15/2014 | 1/10/2018 | $ | 1,402,200.00 | Yes - 1 year | 90 days | |||||||||||||
|
|
|
|||||||||||||||||||||
| Total |
$ | 3,586,462.00 | ||||||||||||||||||||
|
|
|
|||||||||||||||||||||
S-5.15-3
Appendix B
| Peoples Natural Gas Company LLC |
As of 9/30/2017 |
|||||||||
| Bond No. |
Entity |
Bond Amount |
Type |
Obligee | ||||||
| 1ST QUARTER |
||||||||||
| CMS261748 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | License Or Permit Bond | Westmont Borough, PA | |||||
| CMS261747 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | License Or Permit Xxxx | Xxxxx Xxxxxxxx, XX | |||||
| XXX0000000 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | Street Opening Bond | Borough of Xxxxxxx | |||||
| CMS0279448 |
Peoples Natural Gas Company LLC | $ | 20,000.00 | Road Opening Permit | North Huntingdon Township | |||||
| CMS0279449 |
Peoples Natural Gas Company LLC | $ | 50,000.00 | Street Opening Bond | City of Lower Xxxxxxx, PA | |||||
| CMS0279450 |
Peoples Natural Gas Company LLC | $ | 25,000.00 | Road Opening Bond | Town of XxXxxxxxxx | |||||
| CMS0279451 |
Peoples Natural Gas Company LLC | $ | 2,000.00 | Street Opening Bond | Borough of Bridgeville, PA | |||||
| CMS0279452 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | Street Opening Bond | Borough of Ben Avon, PA | |||||
| CMS0279454 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Street Opening Bond | Xxxxxxx Township, PA | |||||
| CMS261749 |
Peoples Natural Gas Company LLC | $ | 1,000.00 | License Or Permit Xxxx | Xxxxxxxx xx Xxxxxxxx, XX | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 35,000.00 | Street Opening Bond | Borough of Wilkinsburg, PA | |||||
| CMS0268598 |
Peoples Gas WV LLC | $ | 75,000.00 | License Or Permit Xxxx | Xxxxx xx Xxxx Xxxxxxxx | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Street Opening Bond | Richland Township, PA | |||||
S-5.15-4
| CMS0268601 |
Peoples Natural Gas Company LLC | $ | 1,000.00 | Street Opening Bond | Borough of McKeesport, PA | |||||
| CMS261754 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Performance Xxxx | Xxxx Xxxxxxxx, XX | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 100,000.00 | Gas Storage Lease Bond | Commonwealth of Pennsylvania | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 3,000.00 | License Or Permit Bond | City of Aliquippa, PA | |||||
| CMS261771 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | License Or Permit Xxxx | Xxxx xx Xxx Xxxxxxxxxx, XX | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | License Or Permit Bond | Borough of Wilkinsburg, PA | |||||
| CMS261761 |
Peoples Natural Gas Company LLC | $ | 2,000.00 | License Or Permit Bond | Township of Shaler, PA | |||||
| CMS261762 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | License Or Permit Bond | Borough of Xxx Xxxxxx, XX | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 2,500.00 | License Or Permit Bond | Township of Penn, PA | |||||
| CMS261764 |
Peoples Natural Gas Company LLC | $ | 2,500.00 | License Or Permit Bond | The Borough of Xxxxx, PA | |||||
| CMS261765 |
Peoples Natural Gas Company LLC | $ | 1,000.00 | License Or Permit Bond | The Borough of Xxxxxxxx, XX | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | License Or Permit Xxxx | Xxxx xx Xxxxx Xxxxxxx, XX | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 25,000.00 | License Or Permit Xxxx | Xxxxxxxx xx Xxxxxxx, XX | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | License Or Permit Bond | Xxxxx City Borough, PA | |||||
| CMS261768 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | License Or Permit Xxxx | Xxxxxxxx xx Xxxx, XX | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | License Or Permit Bond | Township of Xxxxxxx, PA | |||||
| CMS0283536 |
Peoples Natural Gas Company LLC | $ | 3,000.00 | Street Opening Bond | Municipality of Murrysville, PA | |||||
| CMS0283542 |
Peoples Gas WV LLC | $ | 5,000.00 | Oil & Gas Bond for Well | Well #00-000-00000 | |||||
| CMS0283543 |
Peoples Gas WV LLC | $ | 5,000.00 | Oil & Gas Bond for Well | Well #00-000-00000 | |||||
| CMS0323686 |
Peoples Natural Gas Company LLC | $ | 22,550.00 | Restoration Permit | Borough of Geistown |
S-5.15-5
| CMS0323688 |
Peoples Natural Gas Company LLC | $ | 75,000.00 | Blanket Bond | Avonmore Borough | |||||
| CMS0323687 |
Peoples Natural Gas Company LLC | $ | 75,000.00 | Permit Bond | North Xxxxx Borough | |||||
|
|
|
|||||||||
| $ | 635,550.00 | |||||||||
|
|
|
|||||||||
| 2ND QUARTER |
||||||||||
| CMS261778 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | License Or Permit Bond | Municipality of Xxxxxxxxxxx, XX | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Performance Bond | Commonwealth of PA, DOT | |||||
| CMS261786 |
Peoples Natural Gas Company LLC | $ | 40,000.00 | License Or Permit Bond | Borough of Edgewood | |||||
| CMS261781 |
Peoples Natural Gas Company LLC | $ | 25,000.00 | License Or Permit Bond | Washington Township, PA | |||||
| CMS261782 |
Peoples Natural Gas Company LLC | $ | 25,000.00 | License Or Permit Bond | Borough of Manor, PA | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | License Or Permit Xxxx | Xxxx xx Xxxx Xxxxx, XX | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 12,500.00 | Road Opening Bond | The Borough of Plum, PA | |||||
| CMS0268616 |
Peoples Natural Gas Company LLC | $ | 3,000.00 | Streep Opening Bond | The Borough of East Pittsburgh, PA | |||||
| CMS261788 |
Peoples Natural Gas Company LLC | $ | 50,000.00 | License Or Permit Xxxx | Xxxxxxxxx Xxxxxxxx, XX | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 25,000.00 | License Or Permit Bond | Township of McCandless, PA | |||||
| CMS0264997 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | Streep Opening Bond | Borough of Fox Chapel | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 75,000.00 | License Or Permit Bond | City of Pittsburgh, PA | |||||
| CMS0268619 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | License Or Permit Bond | Borough of Oakmont, PA | |||||
| CMS261792 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Performance Bond | Commonwealth of PA, DOT |
S-5.15-6
| CMS0283539 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | Streep Opening Bond | Borough of Bradford Xxxxx | |||||
| CMS0283538 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Streep Opening Bond | Borough of Versailles | |||||
| CMS0283555 |
Peoples Natural Gas Company LLC | $ | 50,000.00 | Streep Opening Xxxx | Xxxx xx Xxxxxxx XX | |||||
| XXX0000000 |
Peoples Natural Gas Company LLC | $ | 25,000.00 | Road Opening Bond | Borough of Ben Avon Heights | |||||
| CMS0283556 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Permit Bond | Borough of Xxxxxxxx Hills | |||||
| CMS0283557 |
Peoples Natural Gas Company LLC | $ | 35,000.00 | Streep Opening Bond | Borough of Xxxxxxx | |||||
| CMS0283558 |
Peoples Natural Gas Company LLC | $ | 25,000.00 | Road Opening Bond | Borough of East Pittsburgh | |||||
| CMS0283566 |
Peoples Natural Gas Company LLC | $ | 20,000.00 | Streep Opening Bond | Borough of New Xxxxxxx | |||||
| CMS0283550 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | Streep Opening Bond | Borough of Homestead | |||||
| CMS0283554 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Road Opening Xxxx | Xxxxxxxx xx Xxxxxxxxxx | |||||
| XXX0000000 |
Peoples Natural Gas Company LLC | $ | 2,500.00 | Fuel Tax Bond | Pennsylvania Dept of Revenue | |||||
| CMS02869661 |
Peoples Natural Gas Company LLC | $ | 2,500.00 | Alt Fuel Tax Bond | Pennsylvania Dept of Revenue | |||||
| CMS0289672 |
Peoples Gas WV LLC | $ | 75,000.00 | District 0 Xxxxxxxxxxx | Xxxxx xx Xxxx Xxxxxxxx | |||||
| XXX0000000 |
Peoples Gas WV LLC | $ | 75,000.00 | District 0 Xxxxxxxxxxx | Xxxxx xx Xxxx Xxxxxxxx | |||||
| XXX0000000 |
Peoples Natural Gas Company LLC | $ | 15,625.00 | Excess Maintenance Agreement | Findlay Township | |||||
|
|
|
|||||||||
| $ | 666,125.00 | |||||||||
|
|
|
S-5.15-7
| 3RD QUARTER |
||||||||||
| CMS0264954 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Road Use Bond | Township of North Fayette, PA | |||||
| CMS241837 |
Peoples Natural Gas Company LLC | $ | 3,500,000.00 | Workers’ Compensation Bond | Commonwealth of PA, Dept of Labor | |||||
| CMS0264955 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | Performance Bond | Borough of Zelienople, PA | |||||
| CMS0264956 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | License Or Permit Bond | Swissvale Borough, PA | |||||
| CMS261717 |
Peoples Natural Gas Company LLC | $ | 20,000.00 | License Or Permit Bond | Municipality of Penn Hills, PA | |||||
| CMS261706 |
Peoples Natural Gas Company LLC | $ | 50,000.00 | License Or Permit Xxxx | Xxxxx Xxxx Xxxxxxxx, XX | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 2,000.00 | License Or Permit Xxxx | Xxxxx Xxxx Xxxxxxxx, XX | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | License Or Permit Bond | Ohioville Township, PA | |||||
| CMS261710 |
Peoples Natural Gas Company LLC | $ | 500,000.00 | Highway Restoration and Maintenance Bond | Commonwealth of PA, DOT | |||||
| CMS0268621 |
Peoples Natural Gas Company LLC | $ | 2,000.00 | Permit Bond (Street Opening) | Xxxxxxxxx Township | |||||
| CMS0279425 |
Peoples Natural Gas Company LLC | $ | 25,000.00 | Permit Bond (Street Opening) | Borough of Canonsburg | |||||
| CMS0279426 |
Peoples Natural Gas Company LLC | $ | 2,000.00 | Street Openings Bond | Municipality of Mt. Lebanon | |||||
| CMS0279427 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Street Openings Bond | Borough of Sharpsburg | |||||
| CMS0279428 |
Peoples Natural Gas Company LLC | $ | 15,000.00 | Street Openings Bond | Swickly Hills Borough |
S-5.15-8
| CMS0279429 |
Peoples Natural Gas Company LLC | $ | 20,000.00 | Street Openings Bond | Borough of Carnegie | |||||
| CMS0279430 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Road Opening Permit | Borough of Port Vue | |||||
| CMS0279431 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Street Openings Bond | Borough of Tarentum | |||||
| CMS0279432 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | Street Openings Bond | City of Fairmont | |||||
| CMS0279433 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | Street Openings Xxxx | Xxxxxxxx Township | |||||
| CMS0279434 |
Peoples Natural Gas Company LLC | $ | 100,000.00 | Street Obstruction Bond | Township of Xxxxxxxx | |||||
| CMS0279435 |
Peoples Natural Gas Company LLC | $ | 3,000.00 | Street Obstruction Bond | Xxxxx Township | |||||
| CMS0279436 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Street Openings Bond | Borough of Rosslyn | |||||
| CMS0279437 |
Peoples Natural Gas Company LLC | $ | 2,000.00 | Street Openings Bond | Borough of Xxxxxxxx | |||||
| CMS0285591 |
Peoples Natural Gas Company LLC | $ | 15,375.00 | Road Bond | Jefferson Township | |||||
| CMS0285580 |
Peoples Natural Gas Company LLC | $ | 100,000.00 | Street Opening Bond | Borough of Bellevue | |||||
| CMS0283551 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Street Opening Bond | Township of Kilbuck | |||||
| CMS285581 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | License Bond for Registration and Gas Xxxxx Excavation | South Park Township | |||||
| CMS0285582 |
Peoples Natural Gas Company LLC | $ | 50,000.00 | Street Opening Bond | Borough of Greentree | |||||
| CMS0285583 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | Street Opening Bond | City of New Kensington |
S-5.15-9
| CMS0285584 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Street Opening Bond | Borough of Trafford | |||||
| CMS0285585 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | Street Opening Bond | Borough of Etna | |||||
| CMS0285587 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | Street Opening Bond | Borough of Springdale | |||||
| CMS0285586 |
Peoples Natural Gas Company LLC | $ | 25,000.00 | Street Opening Bond | Borough of Pleasant Hills | |||||
| CMS0289688 |
Peoples Natural Gas Company LLC | $ | 35,000.00 | Performance Bond | Xxxxxx Township | |||||
| CMS0289689 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | Permit Bond (Street Opening) | North Apollo Borough | |||||
| CMS0289692 |
Peoples Natural Gas Company LLC | $ | 74,900.00 | Permit Bond (Street Opening) | Center Township | |||||
| CMS0327203 |
Peoples Natural Gas Company LLC | $ | 12,500.00 | Permit Bond | Xxxxxxx Township | |||||
| CMS0327207 |
Peoples Natural Gas Company LLC | $ | 15,000.00 | Road Bond | Borough of McKees Rocks | |||||
|
|
|
|||||||||
| $ | 4,693,775.00 | |||||||||
|
|
|
|||||||||
| 0XX XXXXXXX |
||||||||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 50,000.00 | Road Bond | Xxxxxxxxxxx Borough | |||||
| CMS0264976 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | License Or Permit Bond | Harmar Township | |||||
| CMS0279422 |
Peoples Natural Gas Company LLC | $ | 6,000.00 | License Or Permit Xxxx | Xxxxxxx Township | |||||
| CMS0279455 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | License Or Permit Bond | Borough of Brackenridge | |||||
| CMS0279456 |
Peoples Natural Gas Company LLC | $ | 5,000.00 | License Or Permit Bond | Borough of Munhall | |||||
| CMS0279457 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | License Or Permit Bond | Municipality of Monroeville |
S-5.15-10
| CMS261725 |
Peoples Natural Gas Company LLC | $ | 25,000.00 | License Or Permit Xxxx | Xxxxxx Xxxxx Xxxxxxx, XX | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | License Or Permit Bond | Borough of North Belle Xxxxxx, PA | |||||
| CMS261744 |
Peoples Natural Gas Company LLC | $ | 1,500.00 | Street Opening Bond | Hopewell Township, PA | |||||
| CMS261741 |
Peoples Natural Gas Company LLC | $ | 50,000.00 | License Or Permit Bond | Ford City Borough, PA | |||||
| CMS261740 |
Peoples Natural Gas Company LLC | $ | 10,000.00 | Performance Bond | Rostraver Township, PA | |||||
| CMS0279445 |
Peoples Natural Gas Company LLC | $ | 1,250.00 | Road Restoration Bond | North Fayette Township | |||||
| CMS0283541 |
Peoples Gas WV LLC | $ | 5,000.00 | Oil & Gas Bond for Well | Well #00-000-00000 | |||||
| CMS0283544 |
Peoples Gas WV LLC | $ | 5,000.00 | Oil & Gas Bond for Well | Well #00-000-00000 | |||||
| CMS0283545 |
Peoples Gas WV LLC | $ | 5,000.00 | Oil & Gas Bond for Well | Well #00-000-00000 | |||||
| CMS0283546 |
Peoples Gas WV LLC | $ | 5,000.00 | Oil & Gas Bond for Well | Well #00-000-00000 | |||||
| CMS0283547 |
Peoples Gas WV LLC | $ | 5,000.00 | Oil & Gas Bond for Well | Well #00-000-00000 | |||||
| CMS0285606 |
Peoples Natural Gas Company LLC | $ | 50,000.00 | Performance Bond | PennDot | |||||
| XXX000000 |
Peoples Natural Gas Company LLC | $ | 50,000.00 | Road Opening Permit Bond | City of Greensburg, PA | |||||
| CMS0323680 |
Peoples Natural Gas Company LLC | $ | 50,000.00 | Condemnation Bond | Commonwealth of PA | |||||
| CMS0323679 |
Peoples Natural Gas Company LLC | $ | 4,000.00 | Road Maitenance | Harmar Township | |||||
|
|
|
|||||||||
| $ | 367,750.00 | |||||||||
|
|
|
|||||||||
| Grand Total | $ | 6,363,200.00 | ||||||||
|
|
|
S-5.15-11
SUPPLEMENTAL REPRESENTATIONS
The Company represents and warrants to each Purchaser that, except as hereinafter deemed modified or substituted and replaced pursuant to this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct as of the Execution Date and as of the Closing Date. For purposes of the representation and warranty set forth above, (a) each reference to “Series 2010-A Notes” set forth in Section 5 of the Note Purchase Agreement shall be deemed modified to refer to “Series 2017-C Notes,” each reference to “this Agreement” set forth in Section 5 of the Note Purchase Agreement shall be deemed modified to refer to “the Note Purchase Agreement as supplemented by the Fourth Supplement” and each reference to “the Purchasers” set forth in Section 5 of the Note Purchase Agreement shall be deemed modified to refer to “the institutional investors named on Schedule A to the Fourth Supplement”, (b) each reference to “Schedule 5.4” in Sections 5.4(b), 5.4(c) and 5.4(d) of the Note Purchase Agreement shall be deemed modified to refer to “Schedule 5.4 to the Fourth Supplement” and (c) the corresponding sections of Section 5 of the Note Purchase Agreement are hereby substituted and replaced by the following:
Section 5.3 Disclosure. The Company, through its lead agents, MUFG Securities Americas Inc. and JPMorgan Securities LLC, has delivered to each Purchaser a copy of a Private Placement Memorandum, dated October 2017 (the “Memorandum”), relating to the transactions contemplated by the Fourth Supplement. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. This Agreement, the Memorandum and the documents, certificates or other writings delivered to the Purchasers and the financial statements listed in Schedule 5.5 to the Fourth Supplement, delivered to the Purchasers by or on behalf of the Company (this Agreement, the Memorandum and such documents, certificates or other writings, the Fourth Supplement and such financial statements delivered to each Purchaser prior to October 13, 2017 being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Company to be reasonable at the time made, it being recognized by the holders of Notes that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. Except as disclosed in the Disclosure Documents, since December 31, 2016, there has been no change in the financial condition, operations, business, properties or prospects of the Company or any Subsidiary except changes that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.
EXHIBIT A
(to Fourth Supplement to Note Purchase Agreement)
Section 5.4 Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 to the Fourth Supplement contains (except as noted therein) complete and correct lists (1) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary and (2) of Company’s directors and senior officers.
Section 5.5 Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5 to the Fourth Supplement. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule 5.5 and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.
Section 5.12 Compliance with ERISA.
(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multi-employer Plans), determined as of the end of such Plan’s most recently ended plan year in such Plan’s most recent actuarial valuation report on the basis of the actuarial assumptions specified for funding purposes in such report, did not exceed the aggregate value of the assets of such Plan as reflected in such Plan’s most recent actuarial valuation report allocable to such benefit liabilities as reflected in such Plan’s most recent actuarial valuation report by more than $50,000,000 in the aggregate for all Plans. The term “benefit liabilities” has the meaning specified in Section 4001 of ERISA and the terms “current value” and “present value” have the meanings specified in Section 3 of ERISA.
Section 5.13 Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2017-C Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 65 other Institutional Investors of the type described in clause (c) of the definition thereof, each of which has been offered the Series 2017-C Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2017-C Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.
Section 5.14 Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series 2017-C Notes to the repayment of indebtedness and other general limited liability company purposes. No part of the proceeds from the sale of the Series 2017-C Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any
E-A-2
securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 25% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 25% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.
Section 5.15 Existing Debt; Future Liens.
(a) Except as described therein, Schedule 5.15 to the Fourth Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of November 8, 2017 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guarantee Obligations relating thereto, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.
(b) Except as disclosed in Schedule 5.15 to the Fourth Supplement, neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.4.
Section 5.17 Status under Certain Statutes. Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, or the ICC Termination Act of 1995, as amended. Neither the Company nor any Subsidiary is subject to regulation under federal or state law as a public utility except that (i) Peoples is subject to regulation as a public utility under Pennsylvania law and by the Pennsylvania Public Service Commission, (ii) Peoples KY LLC, a Kentucky limited liability company, and Delta, a Kentucky corporation, are subject to regulation by the Kentucky Public Service Commission and (iii) Peoples WV LLC, a West Virginia limited liability company, is subject to regulation by the Public Service Commission of West Virginia. The Company and its Subsidiaries have each complied and are in compliance with (a) all applicable state utility laws, regulations and orders and (b) any other federal or state laws, regulations and orders applicable to it as a public utility or gas utility, except in each case for instances of noncompliance that, individually and in the aggregate, have not had, and could not reasonably be expected to have, a Material Adverse Effect.
E-A-3
Section 5.21 Solvency. The Company is, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith will be and will continue to be, Solvent.
E-A-4
FORM OF SERIES 2017-C NOTE, TRANCHE 1
PNG COMPANIES LLC
2.90% Series 2017-C Senior Secured Note, Tranche 1, due December 18, 2022
| No. R2017-C-1-_______ | December 18, 2017 | |
| $__________ | PPN 73020* AJ2 |
FOR VALUE RECEIVED, the undersigned, PNG COMPANIES LLC, a limited liability company organized and existing under the laws of the State of Delaware (herein called the “Company”), hereby promises to pay to ________________, or registered assigns, the principal sum of ________________ DOLLARS (or so much thereof as shall not have been prepaid) on December 18, 2022, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 2.90% per annum from the date hereof, payable semiannually, on the 18th day of June and December in each year, commencing with the June 18 or December 18 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the greater of (1) 4.90% or (2) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal of, interest on and any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount with respect to this Note are to be made in lawful money of the United States of America at the principal offices of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.
This Note is one of the Series 2017-C Senior Secured Notes, Tranche 1 (herein called the “Notes”) issued pursuant to the Fourth Supplement dated as of November 9, 2017 (the “Supplement”) which supplements that certain Note Purchase Agreement dated as of February 26, 2010 (as amended by that certain First Amendment to Note Purchase Agreement dated as of August 10, 2011, that certain Second Amendment to Note Purchase Agreement dated as of August 22, 2013, that certain First Supplement to the Note Purchase Agreement dated as of December 12, 2013, that certain Third Amendment to Note Purchase Agreement dated as of November 9, 2017 and as from time to time further amended, supplemented or otherwise modified, the “Note Purchase Agreement”), originally between the Company and the respective Purchasers named therein and is entitled to the benefits of the Note Purchase Agreement. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the
EXHIBIT 1(a)
(to Fourth Supplement to Note Purchase Agreement)
confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 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.
This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.
This Note is not subject to regularly scheduled prepayments of principal. This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Supplement and/or the Note Purchase Agreement, but not otherwise.
If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice of law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.
| PNG COMPANIES LLC | ||
| By |
| |
| Name: | ||
| Title: | ||
E-1(a)-2
FORM OF SERIES 2017-C NOTE, TRANCHE 2
PNG COMPANIES LLC
3.38% Series 2017-C Senior Secured Note, Tranche 2, due December 18, 2027
| No. R2017-C-2-_______ | December 18, 2017 | |
| $__________ | PPN 73020* AK9 |
FOR VALUE RECEIVED, the undersigned, PNG COMPANIES LLC, a limited liability company organized and existing under the laws of the State of Delaware (herein called the “Company”), hereby promises to pay to ________________, or registered assigns, the principal sum of ________________ DOLLARS (or so much thereof as shall not have been prepaid) on December 18, 2027, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 3.38% per annum from the date hereof, payable semiannually, on the 18th day of June and December in each year, commencing with the June 18 or December 18 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the greater of (1) 5.38% or (2) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal of, interest on and any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount with respect to this Note are to be made in lawful money of the United States of America at the principal offices of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.
This Note is one of the Series 2017-C Senior Secured Notes, Tranche 2 (herein called the “Notes”) issued pursuant to the Fourth Supplement dated as of November 9, 2017 (the “Supplement”) which supplements that certain Note Purchase Agreement dated as of February 26, 2010 (as amended by that certain First Amendment to Note Purchase Agreement dated as of August 10, 2011, that certain Second Amendment to Note Purchase Agreement dated as of August 22, 2013, that certain First Supplement to the Note Purchase Agreement dated as of December 12, 2013, that certain Third Amendment to Note Purchase Agreement dated as of November 9, 2017 and as from time to time further amended, supplemented or otherwise modified, the “Note Purchase Agreement”),originally between the Company and the respective Purchasers named therein and is entitled to the benefits of the Note Purchase Agreement. 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 representation set forth in Section 6.2 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.
EXHIBIT 1(b)
(to Fourth Supplement to Note Purchase Agreement)
This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.
This Note is not subject to regularly scheduled prepayments of principal. This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Supplement and/or the Note Purchase Agreement, but not otherwise.
If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice of law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.
| PNG COMPANIES LLC | ||
| By |
| |
| Name: | ||
| Title: | ||
E-1(b)-2
FORM OF SERIES 2017-C NOTE, TRANCHE 3
PNG COMPANIES LLC
3.63% Series 2017-C Senior Secured Note, Tranche 3, due December 18, 2032
| No. R2017-C-3-_______ | December 18, 2017 | |
| $__________ | PPN 73020* AL7 |
FOR VALUE RECEIVED, the undersigned, PNG COMPANIES LLC, a limited liability company organized and existing under the laws of the State of Delaware (herein called the “Company”), hereby promises to pay to ________________, or registered assigns, the principal sum of ________________ DOLLARS (or so much thereof as shall not have been prepaid) on December 18, 2032, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 3.63% per annum from the date hereof, payable semiannually, on the 18th day of June and December in each year, commencing with the June 18 or December 18 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the greater of (1) 5.63% or (2) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal of, interest on and any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount with respect to this Note are to be made in lawful money of the United States of America at the principal offices of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.
This Note is one of the Series 2017-C Senior Secured Notes, Tranche 3 (herein called the “Notes”) issued pursuant to the Fourth Supplement dated as of November 9, 2017 (the “Supplement”) which supplements that certain Note Purchase Agreement dated as of February 26, 2010 (as amended by that certain First Amendment to Note Purchase Agreement dated as of August 10, 2011, that certain Second Amendment to Note Purchase Agreement dated as of August 22, 2013, that certain First Supplement to the Note Purchase Agreement dated as of December 12, 2013, that certain Third Amendment to Note Purchase Agreement dated as of November 9, 2017 and as from time to time further amended, supplemented or otherwise modified, the “Note Purchase Agreement”),originally between the Company and the respective Purchasers named therein and is entitled to the benefits of the Note Purchase Agreement. 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 representation set forth in Section 6.2 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.
EXHIBIT 1(c)
(to Fourth Supplement to Note Purchase Agreement)
This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.
This Note is not subject to regularly scheduled prepayments of principal. This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Supplement and/or the Note Purchase Agreement, but not otherwise.
If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice of law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.
| PNG COMPANIES LLC | ||
| By |
| |
| Name: | ||
| Title: | ||
E-1(c)-2
FORM OF OPINION OF SPECIAL COUNSEL
TO THE COMPANY
To be provided to the Purchasers only.
EXHIBIT 4(f)(i)
(to Fourth Supplement to Note Purchase Agreement)
FORM OF OPINION OF SPECIAL PENNSYLVANIA COUNSEL
TO THE COMPANY
To be provided to the Purchasers only.
EXHIBIT 4(f)(ii)
(to Fourth Supplement to Note Purchase Agreement)
FORM OF OPINION OF SPECIAL COUNSEL
TO THE PURCHASERS
To be provided to the Purchasers only.
EXHIBIT 4(f)(iii)
(to Fourth Supplement to Note Purchase Agreement)
