NJR 8-K
New Jersey Resources Corp (NJR)
8-K
2023-10-31
For: 2023-10-30
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 30, 2023
(Exact Name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(732 ) 938-1480
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to
use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement.
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The information included in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On October 30, 2023, New Jersey Natural Gas Company (“NJNG”), a wholly-owned subsidiary of New Jersey Resources Corporation (“NJR”) issued and
sold $50,000,000 of NJNG’s 5.85% Senior Notes, Series 2023B, due October 30, 2053 (the “Notes”) to certain institutional investors in the private placement market pursuant to a previously-announced Note Purchase Agreement, dated September 28, 2023
(the “Note Purchase Agreement”).
The Notes are secured by an equal principal amount of NJNG’s First Mortgage Bonds issued under the Amended and Restated Indenture of Mortgage,
Deed of Trust and Security dated September 1, 2014 between NJNG and U.S. Bank National Association, as Trustee, as predecessor in interest to U.S. Bank Trust Company, National Association, in its capacity as Trustee, as heretofore amended and
supplemented and further amended and supplemented by the Fourteenth Supplemental Indenture dated as of October 1, 2023. Accordingly, the Notes are secured ratably with NJNG’s First Mortgage Bonds in the collateral pledged to secure such bonds. NJR
will not be obligated directly or contingently with respect to the Notes or the First Mortgage Bonds.
The proceeds of the Notes will be used for general corporate purposes, including, but not limited to, the refinancing or retiring short-term debt
and funding capital expenditures.
Interest will accrue on the Notes at 5.85% per annum and will be payable on April 30 and October 30 of each year, beginning on April 30, 2024, and
ending on the maturity date of October 30, 2053. NJNG may prepay at any time all, or from time to time any part of, the Notes, in an amount not less than $1,000,000 in aggregate principal amount of the Notes then outstanding in the case of a
partial prepayment, at 100% of the aggregate principal amount so prepaid together with interest accrued thereon to the date of such prepayment and the make-whole amount (as such term is defined in the Note Purchase Agreement) determined for the
prepayment date with respect to such principal amount. The Notes will also be subject to required prepayments upon the occurrence of certain events. The Notes will not be registered under the Securities Act of 1933, as amended (“Securities Act”),
or under the securities laws of any jurisdiction. The Notes will be subject to certain restrictions on transfer and may only be sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act.
The foregoing description of the Fourteenth Supplemental Indenture is qualified in its entirety by reference to the entire Fourteenth Supplemental
Indenture attached hereto as Exhibit 4.1 and incorporated herein by reference.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Announcement of the Election of Peter C. Harvey to the NJR Board
On October 30, 2023 (the “Election Date”), the board of directors (the “Board”) of NJR increased the size of the Board from ten to eleven directors and
unanimously elected Peter C. Harvey as a director, effective as of the Election Date. Mr. Harvey will stand for re-election as a director at NJR’s Annual Meeting of Shareowners to be held on January 24, 2024 (the “2024 Annual Meeting”).
In connection with his election to the Board, Mr. Harvey will receive cash and equity compensation consistent with the Company’s Non-Employee Director
Compensation Plan, as amended. Other than this standard compensation arrangement, there are no arrangements or understandings between Mr. Harvey and any other person pursuant to which he was elected as a director. Mr. Harvey is not party to a
transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
NJR issued a press release announcing the election of Mr. Harvey to the Board (the “Press Release”). A copy of the Press Release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Statements Regarding Forward-Looking Statements
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. NJR cautions readers
that the assumptions forming the basis for forward-looking statements include many factors that are beyond NJR’s ability to control or estimate precisely, such as estimates of future market conditions and the behavior of other market participants.
Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes,” “may,” “should” and similar expressions may identify forward looking information and such forward-looking statements are made based upon management’s
current expectations and beliefs as of this date concerning future developments and their potential effect upon NJR. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of
future developments on NJR will be those anticipated by management. Forward looking information in this filing includes, but is not limited to, certain statements regarding the use of proceeds of the Notes.
Additional information and factors that could cause actual results to differ materially from NJR’s expectations are contained in NJR’s filings
with the U.S. Securities and Exchange Commission (“SEC”), including NJR’s Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings, which are available at the SEC’s web
site, http:.//www.sec.gov. Information included in this filing is representative as of today only and while NJR periodically reassesses material trends and uncertainties affecting NJR’s results of operations and financial condition in connection
with its preparation of management’s discussion and analysis of results of operations and financial condition contained in its Quarterly and Annual Reports filed with the SEC, NJR does not, by including this statement, assume any obligation to
review or revise any particular forward-looking statement referenced herein in light of future events.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibits.
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Exhibit
Number
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Description
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| 4.1 |
Fourteenth Supplemental Indenture, dated as of October 1, 2023, by and between New Jersey Natural Gas Company and U.S. Bank Trust Company, National Association, as Trustee. |
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Press Release dated October 31, 2023.
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104
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Cover page in Inline XBRL format.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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NEW JERSEY RESOURCES CORPORATION
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Date: October 31, 2023
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By:
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/s/ Roberto F. Bel
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Roberto F. Bel
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Senior Vice President and Chief Financial Officer
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Exhibit 4.1
MORTGAGE
NEW JERSEY NATURAL GAS COMPANY
To
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
As Trustee
FOURTEENTH SUPPLEMENTAL INDENTURE
Dated as of October
1, 2023
Supplemental to Amended and Restated Indenture of Mortgage,
Deed of Trust and Security Agreement Dated as of September 1, 2014,
As Supplemented and Amended
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Prepared by:
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Eric A. Koontz |
Record and Return to:
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Richard Reich, Esq. |
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Troutman Pepper Hamilton Sanders LLP
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NJR Service Corporation
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600 Peachtree Street, NE, Suite 3000
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1415 Wyckoff Road
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Atlanta, GA 30308
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Wall, New Jersey 07719
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1
MORTGAGE
FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of October 1, 2023, between NEW JERSEY NATURAL GAS COMPANY, a corporation organized and
existing under the laws of the State of New Jersey (hereinafter called the “Company”), having its principal office at 1415 Wyckoff Road, Wall, New Jersey, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as successor in interest to U.S. BANK NATIONAL ASSOCIATION, a national banking association (hereinafter called the “Trustee”), having a principal office at 333 Thornall Street, 4th Floor, Edison, New Jersey
08837, as Trustee under the Amended and Restated Indenture of Mortgage, Deed of Trust and Security Agreement hereinafter mentioned.
WHEREAS, the Company has heretofore executed and delivered to the Trustee its Amended and Restated Indenture of Mortgage, Deed of Trust
and Security Agreement, dated as of September 1, 2014 (the “Amended and Restated Indenture” and, as originally executed or as the same may from time to time be supplemented, modified or amended by any
supplemental indenture entered into pursuant to the provisions thereof, the “Indenture”), to secure the payment of the principal of and the interest and premium (if any) on all Bonds at any time issued and
outstanding thereunder, and to declare the terms and conditions upon which Bonds are to be issued thereunder; and
WHEREAS, the Amended and Restated Indenture completely restated and amended the Indenture of Mortgage and Deed of Trust, dated April 1,
1952, as heretofore supplemented and amended (the “Original Indenture”) without any interruption of the Lien of the Original Indenture; and
WHEREAS, Bonds in the aggregate principal amount of $10,300,000, originally issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended, as a series designated “First Mortgage Bonds, Series II due 2023,” herein sometimes called “2023 Series II Bonds,” were designated as Existing Bonds in Section 3.01 of
the Indenture, provided that such 2023 Series II Bonds have since been retired by the Company and replaced with the 2042 Series WW Bonds (as hereinafter defined); and
WHEREAS, Bonds in the aggregate principal amount of $10,500,000, originally issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended, as a series designated “First Mortgage Bonds, Series JJ due 2024,” herein sometimes called “2024 Series JJ Bonds,” were designated as Existing Bonds in Section 3.02 of
the Indenture, provided that such 2024 Series JJ Bonds have since been retired by the Company and replaced with the 2038 Series XX Bonds (as hereinafter defined); and
WHEREAS, Bonds in the aggregate principal amount of $15,000,000, originally issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended, as a series designated “First Mortgage Bonds, Series KK due 2040,” herein sometimes called “2040 Series KK Bonds,” were designated as Existing Bonds in Section 3.03 of
the Indenture, provided that such 2040 Series KK Bonds have since been retired by the Company and replaced with the 2059 Series YY Bonds (as hereinafter defined); and
2
WHEREAS, Bonds in the aggregate principal amount of $125,000,000, originally issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended, as a series designated “First Mortgage Bonds, Series LL due 2018,” herein sometimes called “2018 Series LL Bonds,” were designated as Existing Bonds in Section 3.04 of
the Indenture, which 2018 Series LL Bonds have since been paid at maturity by the Company; and
WHEREAS, Bonds in the aggregate principal amount of $9,545,000, originally issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended, as a series designated “First Mortgage Bonds, Series MM due 2027,” herein sometimes called “2027 Series MM Bonds,” were designated as Existing Bonds in Section 3.05 of
the Indenture, provided that such 2027 Series MM Bonds have since been retired by the Company and replaced with the 2039 Series BBB Bonds (as hereinafter defined); and
WHEREAS, Bonds in the aggregate principal amount of $41,000,000, originally issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended, as a series designated “First Mortgage Bonds, Series NN due 2035,” herein sometimes called “2035 Series NN Bonds,” were designated as Existing Bonds in Section 3.06 of
the Indenture, provided that such 2035 Series NN Bonds have since been retired by the Company and replaced with the 2043 Series CCC Bonds (as hereinafter defined); and
WHEREAS, Bonds in the aggregate principal amount of $46,500,000, originally issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended, as a series designated “First Mortgage Bonds, Series OO due 2041,” herein sometimes called “2041 Series OO Bonds,” have been designated as Existing Bonds in Section
3.07 of the Indenture and are outstanding at the date hereof and secured by the Indenture; and
WHEREAS, Bonds in the aggregate principal amount of $50,000,000, originally issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended, as a series designated “First Mortgage Bonds, Series PP due 2028,” herein sometimes called “2028 Series PP Bonds,” have been designated as Existing Bonds in Section
3.08 of the Indenture and are outstanding at the date hereof and secured by the Indenture; and
WHEREAS, Bonds in the aggregate principal amount of $70,000,000, originally issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended, as a series designated “First Mortgage Bonds, Series QQ due 2024,” herein sometimes called “2024 Series QQ Bonds,” have been designated as Existing Bonds in Section
3.09 of the Indenture and are outstanding at the date hereof and secured by the Indenture; and
WHEREAS, Bonds in the aggregate principal amount of $55,000,000, originally issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended, as a series designated “First Mortgage Bonds, Series RR due 2044,” herein sometimes called “2044 Series RR Bonds,” have been designated as Existing Bonds in Section
3.10 of the Indenture and are outstanding at the date hereof and secured by the Indenture; and
3
WHEREAS, the Amended and Restated Indenture provides that, subject to certain exceptions not presently relevant, such changes in or
additions to the provisions of the Indenture (terms used herein having the meanings assigned thereto in the Amended and Restated Indenture except as herein expressly modified) may be made to add to the covenants and agreements of the Company in the
Indenture contained other covenants and agreements thereafter to be observed by the Company; and to provide for the creation of any series of Bonds, designating the series to be created and specifying the form and provisions of the Bonds of such
series as in the Indenture provided or permitted; and
WHEREAS, the Indenture further provides that the Company and the Trustee may enter into indentures supplemental to the Indenture to
assign, convey, mortgage, pledge, transfer and set over unto the Trustee and to subject to the lien of the Indenture additional property of the Company; and
WHEREAS, pursuant to the Amended and Restated Indenture as amended by the First Supplemental Indenture, dated as of April 1, 2015, between
the Company and the Trustee, the Company determined to amend certain provisions of the Amended and Restated Indenture and to create an eleventh and a twelfth series of Bonds under the Indenture, known as (i) “First Mortgage Bonds, Series SS due
2025,” herein sometimes called “2025 Series SS Bonds,” and (ii) “First Mortgage Bonds, Series TT due 2045,” herein sometimes called “2045 Series TT Bonds,”
respectively; and
WHEREAS, pursuant to the Amended and Restated Indenture as amended by the Second Supplemental Indenture, dated as of June 21, 2016,
between the Company and the Trustee, the Company determined to amend certain provisions of the Amended and Restated Indenture and to create a thirteenth series of Bonds under the Indenture, known as “First Mortgage Bonds, Series UU due 2046,”
herein sometimes called “2046 Series UU Bonds”; and
WHEREAS, pursuant to the Amended and Restated Indenture as amended by the Third Supplemental Indenture, dated as of May 1, 2018, between
the Company and the Trustee, the Company determined to amend certain provisions of the Amended and Restated Indenture and to create a fourteenth series of Bonds under the Indenture, known as “First Mortgage Bonds, Series VV due 2048,” herein
sometimes called “2048 Series VV Bonds”; and
WHEREAS, pursuant to the Amended and Restated Indenture as amended by the Fourth Supplemental Indenture, dated as of April 1, 2019,
between the Company and the Trustee, the Company determined to amend certain provisions of the Amended and Restated Indenture and to create a fifteenth, a sixteenth and a seventeenth series of Bonds under the Indenture, known as (i) “First Mortgage
Bonds, Series WW due 2042,” herein sometimes called “2042 Series WW Bonds,” (ii) “First Mortgage Bonds, Series XX due 2038,” herein sometimes called “2038 Series XX Bonds,”
and (iii) (ii) “First Mortgage Bonds, Series YY due 2059,” herein sometimes called “2059 Series YY Bonds,” respectively; and
4
WHEREAS, pursuant to the Amended and Restated Indenture as amended by the Fifth Supplemental Indenture, dated as of July 1, 2019, between
the Company and the Trustee, the Company determined to amend certain provisions of the Amended and Restated Indenture and to create an eighteenth and nineteenth series of Bonds under the Indenture, known as (i) “First Mortgage Bonds, Series ZZ due
2049,” herein sometimes called “2049 Series ZZ Bonds,” and (ii) “First Mortgage Bonds, Series AAA due 2059,” herein sometimes called “2059 Series AAA Bonds,”
respectively; and
WHEREAS, pursuant to the Amended and Restated Indenture as amended by the Sixth Supplemental Indenture, dated as of August 1, 2019,
between the Company and the Trustee, the Company determined to amend certain provisions of the Amended and Restated Indenture and to create a twentieth and twenty-first series of Bonds under the Indenture, known as (i) “First Mortgage Bonds, Series
BBB due 2039,” herein sometimes called “2039 Series BBB Bonds” (to replace the 2027 Series MM Bonds) and (ii) “First Mortgage Bonds, Series CCC due 2043,” herein sometimes called “2043 Series CCC Bonds” (to replace the 2035 Series NN Bonds), respectively; and
WHEREAS, pursuant to the Amended and Restated Indenture as amended by the Seventh Supplemental Indenture, dated as of June 1, 2020,
between the Company and the Trustee, the Company determined to amend certain provisions of the Amended and Restated Indenture and to create a twenty-second series of Bonds under the Indenture, known as “First Mortgage Bonds, Series DDD due 2050,”
herein sometimes called “2050 Series DDD Bonds”; and
WHEREAS, pursuant to the Amended and Restated Indenture as amended by the Eighth Supplemental Indenture, dated as of July 1, 2020, between
the Company and the Trustee, the Company determined to amend certain provisions of the Amended and Restated Indenture and to create a twenty-third and twenty-fourth series of Bonds under the Indenture, known as (i) “First Mortgage Bonds, Series EEE
due 2050,” herein sometimes called “2050 Series EEE Bonds” and (ii) “First Mortgage Bonds, Series FFF due 2060,” herein sometimes called “2060 Series FFF Bonds,”
respectively; and
WHEREAS, pursuant to the Amended and Restated Indenture as amended by the Ninth Supplemental Indenture, dated as of September 1, 2020,
between the Company and the Trustee, the Company determined to amend certain provisions of the Amended and Restated Indenture and to create a twenty-fifth and twenty-sixth series of Bonds under the Indenture, known as (i) “First Mortgage Bonds,
Series GGG due 2050,” herein sometimes called “2050 Series GGG Bonds” and (ii) “First Mortgage Bonds, Series HHH due 2060,” herein sometimes called “2060 Series HHH Bonds,”
respectively; and
WHEREAS, pursuant to the Amended and Restated Indenture as amended by the Tenth Supplemental Indenture, dated as of October 1, 2021,
between the Company and the Trustee, the Company determined to amend certain provisions of the Amended and Restated Indenture and to create a twenty-seventh and twenty-eighth series of Bonds under the Indenture, known as (i) “First Mortgage Bonds,
Series III due 2051,” herein sometimes called “2051 Series III Bonds” and (ii) “First Mortgage Bonds, Series JJJ due 2061,” herein sometimes called “2061 Series JJJ Bonds,”
respectively; and
5
WHEREAS, pursuant to the Amended and Restated Indenture as amended by the Eleventh Supplemental Indenture, dated as of May 1, 2022,
between the Company and the Trustee, the Company determined to amend certain provisions of the Amended and Restated Indenture and to create a twenty-ninth and thirtieth series of Bonds under the Indenture, known as (i) “First Mortgage Bonds, Series
LLL due 2037,” herein sometimes called “2037 Series LLL Bonds” and (ii) “First Mortgage Bonds, Series MMM due 2052,” herein sometimes called “2052 Series MMM Bonds,”
respectively; and
WHEREAS, pursuant to the Amended and Restated Indenture as amended by the Twelfth Supplemental Indenture, dated as of October 1, 2022,
between the Company and the Trustee, the Company determined to amend certain provisions of the Amended and Restated Indenture and to create a thirty-first series of Bonds under the Indenture, known as “First Mortgage Bonds, Series NNN due 2052,”
herein sometimes called “2052 Series NNN Bonds”; and
WHEREAS, pursuant to the Amended and Restated Indenture as amended by the Thirteenth Supplemental Indenture, dated as of September 1, 2023,
between the Company and the Trustee, the Company determined to amend certain provisions of the Amended and Restated Indenture and to create a thirty-second series of Bonds under the Indenture, known as “First Mortgage Bonds, Series OOO due 2033,”
herein sometimes called “2033 Series OOO Bonds”; and
WHEREAS, (i) the 2025 Series SS Bonds were issued in and are currently outstanding under the Indenture in the aggregate principal amount
of $50,000,000, (ii) the 2045 Series TT Bonds were issued in and are currently outstanding under the Indenture in the aggregate principal amount of $100,000,000, (iii) the 2046 Series UU Bonds were issued in and are currently outstanding under the
Indenture in the aggregate principal amount of $125,000,000, (iv) the 2048 Series VV Bonds were issued in and are currently outstanding under the Indenture in the aggregate principal amount of $125,000,000, (v) the 2042 Series WW Bonds were issued
in and are currently outstanding under the Indenture in the aggregate principal amount of $10,300,000, (vi) the 2038 Series XX Bonds were issued in and are currently outstanding under the Indenture in the aggregate principal amount of $10,500,000,
(vii) the 2059 Series YY Bonds were issued in and are currently outstanding under the Indenture in the aggregate principal amount of $15,000,000, (viii) the 2049 Series ZZ Bonds were issued in and are currently outstanding under the Indenture in
the aggregate principal amount of $100,000,000, (ix) the 2059 Series AAA Bonds were issued in and are currently outstanding under the Indenture in the aggregate principal amount of $85,000,000, (x) the 2039 Series BBB Bonds were issued in and are
currently outstanding under the Indenture in the aggregate principal amount of $9,545,000, (xi) the 2043 Series CCC Bonds were issued in and are currently outstanding under the Indenture in the aggregate principal amount of $41,000,000, (xii) the
2050 Series DDD Bonds were issued in and are currently outstanding under the Indenture in the aggregate principal amount of $50,000,000, (xiii) the 2050 Series EEE Bonds were issued in and are currently outstanding under the Indenture in the
aggregate principal amount of $50,000,000, (xiv) the 2060 Series FFF Bonds were issued in and are currently outstanding under the Indenture in the aggregate principal amount of $25,000,000, (xv) the 2050 Series GGG Bonds were issued in and are
currently outstanding under the Indenture in the aggregate principal amount of $25,000,000, (xvi) the 2060 Series HHH Bonds were issued in and are currently outstanding under the Indenture in the aggregate principal amount of $50,000,000, (xvii)
the 2051 Series III Bonds were issued in and are currently outstanding under the Indenture in the aggregate principal amount of $50,000,000, (xviii) the 2061 Series JJJ Bonds were issued in and are currently outstanding under the Indenture in the
aggregate principal amount of $50,000,000, (xix) the 2037 Series LLL Bonds were issued in and are currently outstanding under the Indenture in the aggregate principal amount of $50,000,000, (xx) the 2052 Series MMM Bonds were issued in and are
currently outstanding under the Indenture in the aggregate principal amount of $50,000,000, (xxi) the 2052 Series NNN Bonds were issued in and are currently outstanding under the Indenture in the aggregate principal amount of $125,000,000 and
(xxii) the 2033 Series OOO Bonds were issued in and are currently outstanding under the Indenture in the aggregate principal amount of $50,000,000; and
6
WHEREAS, the Company has entered into a Note Purchase Agreement dated as of September 28,
2023 (the “Note Purchase Agreement”) with the Purchasers identified in Schedule A attached thereto, pursuant to which the Company will issue its senior notes designated “5.85% Senior Notes, Series 2023B, due
October 30, 2053” in the aggregate principal amount of $50,000,000 (the “Series 2023B Senior Notes due 2053”); and
WHEREAS, the Company has duly determined to create a thirty-third series of Bonds under the Indenture, to be known as “First Mortgage
Bonds, Series PPP due 2053” herein sometimes called “2053 Series PPP Bonds,” to be delivered and pledged to U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National
Association, as collateral agent (the “Collateral Agent”) pursuant to the Note Purchase Agreement for the benefit and security of the holders of the Series 2023B Senior Notes due 2053, all as herein provided
and as provided in the Note Purchase Agreement, and to add to the covenants and agreements contained in the Indenture, the covenants and agreements hereinafter set forth; and
WHEREAS, the Company, in the exercise of the powers and authority conferred upon and reserved to it under the provisions of the Indenture
and pursuant to appropriate resolutions of its Board of Directors, has duly resolved and determined to make, execute and deliver to the Trustee a Fourteenth Supplemental Indenture in the form hereof for the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this Fourteenth Supplemental Indenture a valid, binding and legal instrument
have been done, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
7
That NEW JERSEY NATURAL GAS COMPANY, by way of further assurance and in consideration of the premises and of the acceptance by the Trustee
of the trusts hereby created and of One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment of principal of and any premium
which may be due and payable on and the interest on all Bonds at any time issued and outstanding under the Indenture according to their tenor and effect, and the performance and observance by the Company of all the covenants and conditions herein
and therein contained, has granted, bargained, sold, warranted, aliened, remised, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, warrant, alien, remise,
release, convey, assign, transfer, mortgage, pledge, set over and confirm, unto the Trustee, and to its successors in the trust, and to it and its assigns forever, and has granted and does hereby grant thereunto a security interest in, all of the
property, real, personal and mixed, now owned by the Company and situated in the Counties of Burlington, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset and Sussex in the State of New Jersey, or wherever situate (except Excepted Property and
property released from the lien of the Indenture by the terms of the Indenture) and also all of the property, real, personal and mixed, hereafter acquired by the Company wherever situate (except Excepted Property and property released from the lien
of the Indenture by the terms of the Indenture), including both as to property now owned and property hereafter acquired, without in any way limiting or impairing the enumeration of the same, the scope and intent of the foregoing or of any general
or specific description contained in the Indenture, the following:
I. FRANCHISES
All and singular, the franchises, grants, permits, immunities, privileges and rights of the Company owned and held by it at the date of
the execution hereof or hereafter acquired for the construction, maintenance, and operation of the gas plants and systems now or hereafter subject to the lien hereof, as well as all certificates, franchises, grants, permits, immunities, privileges,
and rights of the Company used or useful in the operation of the property now or hereafter mortgaged hereunder, including all and singular the franchises, grants, permits, immunities, privileges, and rights of the Company granted by the governing
authorities of any municipalities or other political subdivisions and all renewals, extensions and modifications of said certificates, franchises, grants, permits, privileges, arid rights or any of them.
II. GAS DISTRIBUTION SYSTEMS AND RELATED PROPERTY
All gas generating plants, gas storage plants and gas manufacturing plants of the Company, all the buildings, erections, structures,
generating and purifying apparatus, holders, engines, boilers, benches, retorts, tanks, instruments, appliances, apparatus, facilities, machinery, fixtures, and all other property used or provided for use in the generation, manufacturing and
purifying of gas, together with the land on which the same are situated, and all other lands and easements, rights-of-way, permits, privileges, and sites forming a part of such plants or any of them or occupied, enjoyed or used in connection
therewith.
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All gas distribution or gas transmission systems of the Company, all buildings, erections, structures, generating and purifying apparatus,
holders, engines, boilers, benches, retorts, tanks, pipe lines, connections, service pipes, meters, conduits, tools, instruments, appliances, apparatus, facilities, machinery, fixtures, and all other property used or provided for use in the
construction, maintenance, repair or operations of such distribution or transmission systems, together with all the certificates, rights, privileges, rights-of-way, franchises, licenses, easements, grants, liberties, immunities, permits of the
Company, howsoever conferred or acquired, under, over, or upon any private property or any public streets or highways within as well as without the corporate limits of any municipal corporation. Without limiting the generality of the foregoing,
there are expressly included the gas distribution or gas transmission systems located in the Counties of Burlington, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset and Sussex in the State of New Jersey, and in the following municipalities in
said State and Counties: Aberdeen Township (formerly Matawan Township), Allenhurst Borough, City of Asbury Park, Atlantic Highlands Borough, Avon By the Sea Borough, Barnegat Light Borough, Barnegat Township (formerly named Union Township), Bay
Head Borough, Beach Haven Borough, Beachwood Borough, Belmar Borough, Berkeley Township, Boonton Town, Boonton Township, Bradley Beach Borough, Brick Township, Brielle Borough, Colts Neck Township, Deal Borough, Denville Township, Dover Town, Dover
Township, Eagleswood Township, East Brunswick Township, Eatontown Borough, Englishtown Borough, Fair Haven Borough, Farmingdale Borough, Franklin Township in Somerset County, Freehold Borough, Freehold Township, Hanover Township, Harvey Cedars
Borough, Hazlet Township, Highlands Borough, Holmdel Township, Hopatcong Borough, Howell Township, Interlaken Borough, Island Heights Borough, Jackson Township, Jefferson Township, Keansburg Borough, Keyport Borough, Lacey Township, Lakehurst
Borough, Lakewood Township, Lavallette Borough, Lincoln Park Borough, Little Egg Harbor Township, Little Silver Borough, Loch Arbour Village, Long Beach Township, Long Branch City, Manalapan Township, Manasquan Borough, Manchester Township,
Mantoloking Borough, Marlboro Township, Matawan Borough, Middletown Township, Milltown Borough, Mine Hill Township, Monmouth Beach Borough, Monroe Township, Montville Township, Morris Plains Borough, Mount Arlington Borough, Mount Olive Township,
Mountain Lakes Borough, Neptune City Borough, Neptune Township, Netcong Borough, New Brunswick City, North Brunswick Township, Ocean Township in Monmouth County, Ocean Township in Ocean County, Ocean Gate Borough, Oceanport Borough, Old Bridge
Township (formerly named Madison Township), Parsippany-Troy Hills Township, Pine Beach Borough, Point Pleasant Borough, Point Pleasant Beach Borough, Randolph Township, Red Bank Borough, Rockaway Borough, Rockaway Township, Roxbury Township, Rumson
Borough, Sayreville Borough, Sea Bright Borough, Sea Girt Borough, Seaside Heights Borough, Seaside Park Borough, Ship Bottom Borough, Shrewsbury Borough, Shrewsbury Township, South Belmar Borough, South Brunswick Township, South River Borough,
South Toms River Borough, Spring Lake Borough, Spring Lake Heights Borough, Stafford Township, Surf City Borough, Tinton Falls Borough (formerly named New Shrewsbury Borough), Tuckerton Borough, Union Beach Borough, Union Township, Victory Gardens
Borough, Wall Township, Washington Township in Burlington County, Washington Township in Morris County, West Long Branch Borough, West Milford Township and Wharton Borough.
III. CONTRACTS
All of the Company’s right, title and interest in and under all contracts, licenses or leases for the purchase of gas, either in effect at
the date of execution hereof or hereafter made and any extension or renewal thereof.
9
TOGETHER WITH ALL AND SINGULAR the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the Trust Estate, or
any part thereof, with the reversion or reversions, remainder and remainders, rents, issues, income and profits thereof, and all the right, title, interest and claim whatsoever, at law or in equity, which the Company now has or which it may
hereafter acquire in and to the Trust Estate and every part and parcel thereof,
TO HAVE AND TO HOLD the Trust Estate and all and singular the lands, properties, estates, rights, franchises, privileges and appurtenances
hereby mortgaged, conveyed, pledged or assigned, or intended so to be, together with all the appurtenances thereto appertaining, unto the Trustee and its successors and assigns forever;
SUBJECT, HOWEVER, as to property hereby conveyed, to Permitted Encumbrances;
BUT IN TRUST, NEVERTHELESS, under and subject to the terms and conditions hereafter set forth, for the equal and proportionate use,
benefit, security and protection of each and every person who may be or become the holders of the Bonds hereby secured without preference, priority or distinction as to the lien or otherwise of one Bond over or from the others by reason of priority
in the issue or negotiation thereof, or by reason of the date of maturity thereof, or otherwise (except as any sinking, amortization, improvement, renewal or other analogous fund, established in accordance with the provisions of the Indenture, may
afford additional security for the Bonds of any particular series), and for securing the observance and performance of all the terms, provisions and conditions of the Indenture.
THIS INDENTURE FURTHER WITNESSETH, that the Company has agreed and covenanted, and hereby does agree and covenant, with the Trustee and
its successors and assigns and with the respective holders from time to time of the Bonds, or any thereof, as follows:
ARTICLE I
CERTAIN AMENDMENTS OF INDENTURE
§ 1.1. The Indenture be and it hereby is amended in the following respects, the section numbers specified below being the sections of the Indenture in which such amendments occur:
§ 1.02. The following definitions be and they hereby are added at the end of § 1.02:
“(vvvvv) “Fourteenth Supplemental Indenture” shall mean the Fourteenth Supplemental Indenture, dated as of October 1, 2023, supplemental
to the Indenture.”
“(wwwww) “2053 Series PPP Bond” shall mean one of the First Mortgage Bonds, Series PPP due 2053, issued hereunder.”
10
§ 2.11. The following be and it hereby is added at the end of § 2.11:
“No charge except for taxes or governmental charges shall be made against any holder of any 2053 Series PPP Bond for the exchange,
transfer or registration of transfer thereof.”
§ 8.08. The period at the end of the first paragraph of § 8.08 be and it hereby is deleted and the following words and figures be and they hereby are added thereto:
“, and the 2053 Series PPP Bonds shall be redeemed at the redemption price specified in § 10.70.”
ARTICLE II
2053 SERIES PPP BONDS
§ 2.1. There shall be a thirty-third series of Bonds under the Indenture, known as and entitled “First Mortgage Bonds, Series PPP due 2053” or “First Mortgage Bonds, Series PPP” (herein and in the Indenture referred
to as the “2053 Series PPP Bonds”), and the form thereof shall contain suitable provisions with respect to the matters hereinafter in this Section specified and shall in other respects be substantially as
set forth in Exhibit A to the Indenture.
The aggregate principal amount of 2053 Series PPP Bonds which may be authenticated and delivered and outstanding under the Indenture is
$50,000,000.
The 2053 Series PPP Bonds shall be payable to the Collateral Agent, and shall be nontransferable except to a successor of the Collateral
Agent, in accordance with the Note Purchase Agreement.
The 2053 Series PPP Bonds shall bear interest at the rate of 5.85% per annum, computed on the basis of a 360-day year of twelve 30-day
months, until the principal thereof is paid or made available for payment, and shall mature on October 30, 2053, subject to prior redemption as described herein; provided that any principal, Make-Whole
Amount (as defined in the Note Purchase Agreement), and any such installment of interest which is overdue shall bear interest at a rate of interest that is the greater of (i) 7.85% per annum or (ii) 2.00% per annum over the rate of interest
publicly announced by PNC Bank, National Association as its “base” or “prime” rate (to the extent that payment of such interest is enforceable under applicable law).
11
The 2053 Series PPP Bonds shall be in the form of registered Bonds without coupons of denominations of $1,000 and any integral multiple
thereof which may be authorized by the Company, the issue of a registered Bond without coupons in any such denomination to be conclusive evidence of such authorization. Any 2053 Series PPP Bonds shall be dated (i) as of the semi-annual interest
payment date (as specified in the first paragraph of the 2053 Series PPP Bonds) next preceding the date on which such 2053 Series PPP Bonds shall be authenticated, unless such 2053 Series PPP Bonds are authenticated before April 30, 2024, in which case such 2053 Series PPP Bonds shall be dated October 30, 2023 or, (ii) if such date of authentication shall be an interest payment date,
such 2053 Series PPP Bonds shall be dated such interest payment date; provided, however, that, if at the time of authentication of any 2053 Series PPP Bonds interest is in default on the 2053 Series PPP
Bonds, such 2053 Series PPP Bonds shall be dated as of the interest payment date to which interest has previously been paid or made available for payment on the 2053 Series PPP Bonds. All 2053 Series PPP Bonds shall bear interest from their
respective dates, such interest to be payable, upon the terms of and otherwise in accordance with the 2053 Series PPP Bonds, on each date on which interest shall from time to time be payable on the Series 2023B Senior Notes due October 30, 2053; provided, that the obligation of the Company to make payments with respect to the principal of, Make-Whole Amount, if any, and interest on the 2053
Series PPP Bonds shall be fully or partially, as the case may be, satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of, Make-Whole Amount, if any, and interest on any of the Series 2023B
Senior Notes due October 30, 2053 shall have been fully or partially paid from payments made by the Company under the Note Purchase Agreement. The principal of, Make-Whole Amount, if any, and interest
on the 2053 Series PPP Bonds shall be payable at the principal office of the Trustee, in Edison, New Jersey, or, at the option of the Company, at the “principal office” (as indicated pursuant to the Note Purchase Agreement) of the Collateral Agent,
in any coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts.
Notwithstanding any other provision of the Indenture or of the 2053 Series PPP Bonds, payments of the principal of, Make-Whole Amount, if
any, and interest on any 2053 Series PPP Bond may be made directly to the registered holder thereof without presentation or surrender thereof or the making of any notation thereon if there shall be filed with the Trustee a Certificate of the
Company to the effect that such registered holder (or the person for whom such registered holder is a nominee) and the Company have entered into a written agreement that payment shall be so made; provided, however, that before such registered
holder transfers or otherwise disposes of any 2053 Series PPP Bond, such registered holder will, at its election, either endorse thereon (or on a paper annexed thereto) the principal amount thereof redeemed and the last date to which interest has
been paid thereon or make such Bond available to the Company at the principal office of the Trustee for the purpose of making such endorsement thereon.
The 2053 Series PPP Bonds shall be subject to redemption at the option of the Company or otherwise, and shall be subject to mandatory
redemption, in the manner provided in the applicable provisions of Article Ten of the Indenture, as amended by Article III of this Fourteenth Supplemental Indenture.
The 2053 Series PPP Bonds shall be excluded from the benefits of, and shall not be subject to redemption through the operation of, a
Mandatory Sinking Fund pursuant to § 11.02 of the Indenture.
Notwithstanding the provisions of § 10.02 or any other provision of the Indenture, the selection of 2053 Series PPP Bonds to be redeemed
shall, in case fewer than all of the outstanding 2053 Series PPP Bonds are to be redeemed, be made by the Trustee pro rata (to the nearest multiple of One Thousand Dollars ($1,000)) among the registered holders of the 2053 Series PPP Bonds in
proportion, as nearly as practicable, to the respective unpaid principal amounts of 2053 Series PPP Bonds registered in the names of such holders, with adjustments, to the extent practicable, to compensate for any prior redemption not made exactly
in such proportion (or otherwise as may be specified by a written order signed by the registered holders of all outstanding 2053 Series PPP Bonds).
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The definitive 2053 Series PPP Bonds may be issued in the form of engraved Bonds or Bonds printed or lithographed on steel engraved
borders or Bonds in typed form on normal bond paper. Subject to the foregoing provisions of this Section and the provisions of § 2.11 of the Indenture, all definitive 2053 Series PPP Bonds shall be fully exchangeable for other Bonds of the same
series, of like aggregate principal amounts, and, upon surrender to the Trustee at its principal office, shall be exchangeable for other Bonds of the same series of a different authorized denomination or denominations, as requested by the holder
surrendering the same. The Company will execute, and the Trustee shall authenticate and deliver, registered Bonds without coupons, whenever the same shall be required for any such exchange.
§ 2.2. 2053 Series PPP Bonds in the aggregate principal amount of $50,000,000 may forthwith upon the execution and delivery of this Fourteenth Supplemental Indenture,
or from time to time thereafter, be executed by the Company and delivered to the Trustee, and shall thereupon be authenticated and delivered by the Trustee upon compliance by the Company with the provisions of Articles Four, Five or Six of the
Indenture, without awaiting the filing or recording of this Fourteenth Supplemental Indenture. No additional 2053 Series PPP Bonds shall be issued under Article Four, Five or Six of the Indenture without the consent in writing of the holders of
all the outstanding 2053 Series PPP Bonds.
ARTICLE III
REDEMPTION OF THE 2053 SERIES PPP BONDS
§ 3.1. The following § 10.69 and § 10.70 be and they hereby are added to Article Ten of the Indenture:
Ҥ 10.69. The 2053 Series PPP Bonds shall be subject to redemption as
follows: payments of principal of, Make-Whole Amount, if any, and interest on the 2053 Series PPP Bonds shall be made to the Collateral Agent to redeem 2053 Series PPP Bonds in such amounts as shall be necessary, in accordance with the provisions
of the Note Purchase Agreement, to provide funds under the Note Purchase Agreement to (a) make, when due, payment at maturity (including, without limitation, maturity upon acceleration of the Series 2023B Senior Notes due October 30, 2053) and (b) make, when due, any prepayment required or permitted by the Series 2023B Senior Notes due October 30, 2053 in connection with any
prepayment of the Series 2023B Senior Notes due October 30, 2053; provided, however, that the obligation of the
Company to make any redemption payments under this Section shall be fully or partially, as the case may be, satisfied and discharged to the extent that at any time such payment shall be due, the then due payment at maturity or redemption payment on
any of the Series 2023B Senior Notes due October 30, 2053 shall have been fully or partially made from payments made by the Company on the Notes under the Note Purchase Agreement; provided, further, however, that any principal, Make-Whole Amount, and any interest which is overdue shall bear interest at a rate of interest that is the greater of (i) 7.85%
per annum or (ii) 2.00% per annum over the rate of interest publicly announced by PNC Bank, National Association as its “base” or “prime” rate (to the extent that payment of such interest is enforceable under applicable law). Terms used and not
defined in this Section and in Section 10.68 shall have the respective meanings given to them in the Fourteenth Supplemental Indenture.”
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Ҥ 10.70. In the case of the redemption of 2053 Series PPP Bonds out
of moneys deposited with the Trustee pursuant to § 8.08, such 2053 Series PPP Bonds shall, upon compliance with provisions of § 10.02, and subject to the provisions of § 2.1 of the Fourteenth Supplemental Indenture, be redeemable at the principal
amounts thereof, together with interest accrued thereon to the date fixed for redemption, without premium or Make-Whole Amount.”
ARTICLE IV
MISCELLANEOUS
§ 4.1. The Company is lawfully seized and possessed of all the real estate, franchises and other property described or referred to in the Indenture (except properties released from the lien of the Indenture pursuant
to the provisions thereof) as presently mortgaged, subject to the exceptions stated therein, such real estate, franchises and other property are free and clear of any lien prior to the lien of the Indenture except as set forth in the Granting
Clauses of the Indenture and the Company has good right and lawful authority to mortgage the same as provided in and by the Indenture.
§ 4.2. The Trustee assumes no duties, responsibilities or liabilities by reason of this Fourteenth Supplemental Indenture other than as set forth in the Indenture, and this Fourteenth Supplemental Indenture is
executed and accepted by the Trustee subject to all the terms and conditions of its acceptance of the trust under the Indenture, as fully as if said terms and conditions were herein set forth at length.
§ 4.3. The terms used in this Fourteenth Supplemental Indenture shall have the meanings assigned thereto in the Indenture. Reference by number in this Fourteenth Supplemental Indenture to Articles or Sections shall
be construed as referring to Articles or Sections contained in the Indenture, unless otherwise stated.
§ 4.4. As amended and modified by this Fourteenth Supplemental Indenture, the Indenture is in all respects ratified and confirmed and the Indenture and this Fourteenth Supplemental Indenture shall be read, taken and
construed as one and the same instrument.
§ 4.5. Neither the approval by the Board of Public Utilities of the State of New Jersey of the execution and delivery of this Fourteenth Supplemental Indenture nor the approval by said Board of the issue of any Bonds
under the Indenture shall in any way be construed as the approval by said Board of any other act, matter or thing which requires approval of said Board under the laws of the State of New Jersey; nor shall approval by said Board of the issue of
any Bonds under the Indenture bind said Board or any other public body or authority of the State of New Jersey having jurisdiction in the premises in any future application for the issue of Bonds under the Indenture or otherwise.
§ 4.6. This Fourteenth Supplemental Indenture may be executed in any number of counterparts and all said counterparts executed and delivered each as an original shall constitute but one and the same instrument.
14
NEW JERSEY NATURAL GAS COMPANY HEREBY DECLARES THAT IT HAS READ THIS FOURTEENTH SUPPLEMENTAL INDENTURE, HAS RECEIVED A COMPLETELY
FILLED-IN TRUE COPY OF IT WITHOUT CHARGE AND HAS SIGNED THIS FOURTEENTH SUPPLEMENTAL INDENTURE ON THE DATE CONTAINED IN ITS ACKNOWLEDGEMENT HEREOF.
IN WITNESS WHEREOF, NEW JERSEY NATURAL GAS COMPANY has caused these presents to be signed in its corporate name by its President, a Vice
President or its Treasurer and its corporate seal to be hereunto affixed and attested by its Secretary or an Assistant Secretary, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. Bank National Association in
evidence of its acceptance of the trust hereby created, has caused these presents to be signed in its corporate name by one of its Vice Presidents.
| NEW JERSEY NATURAL GAS COMPANY | ||
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By:
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/s/Daniel Sergott | |
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Name: Daniel Sergott
|
||
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Title: Treasurer
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||
[Corporate Seal]
ATTEST:
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/s/Tejal K. Mehta
|
|
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Name: Tejal K. Mehta
|
|
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Title: Corporate Secretary
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15
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U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
|
||
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By:
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/s/Christopher E. Golabek
|
|
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Name: Christopher E. Golabek
|
||
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Title: Vice President
|
||
ATTEST:
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/s/Annette M. Marsula
|
|
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Name: Annette M. Marsula
|
|
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Title: Vice President
|
16
| STATE OF NEW JERSEY | ) |
| ) SS: | |
| COUNTY OF MONMOUTH | ) |
BE IT REMEMBERED that on this 5th day of October, 2023, before me, the subscriber, an Attorney-at-Law of the State of New
Jersey, and I hereby certify that I am such an Attorney-at-Law as witness my hand, personally appeared Tejal K. Mehta to me known who, being by me duly sworn according to law, on his oath, does depose and make proof to my satisfaction that he is
the Corporate Secretary of NEW JERSEY NATURAL GAS COMPANY, the grantor or mortgagor in the foregoing Supplemental Indenture named; that he well knows the seal of said corporation; that the seal affixed to said Supplemental Indenture is the
corporate seal of said corporation, and that it was so affixed in pursuance of resolutions of the Board of Directors of said corporation; that Daniel Sergott is Treasurer of said corporation; that he saw said Daniel Sergott, as such Treasurer,
affix said seal thereto, sign and deliver said Supplemental Indenture, and heard him declare that he signed, sealed and delivered the same as the voluntary act and deed of said corporation, in pursuance of said resolutions, and that this deponent
signed his name thereto, at the same time, as attesting witness.
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/s/Tejal K. Mehta
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|
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Name: Tejal K. Mehta
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|
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Title: Corporate Secretary
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Subscribed and sworn to before me,
an Attorney-at-Law of the State of
New Jersey, at Wall, New Jersey,
the day and year aforesaid.
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/s/Melissa Abraham
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||
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Name:
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Melissa Abraham | |
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Attorney-at-Law of the
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||
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State of New Jersey
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||
17
ACKNOWLEDGEMENT
| STATE OF NEW JERSEY | ) |
| ) ss: | |
| COUNTY OF MIDDLESEX | ) |
I HEREBY CERTIFY that on this 10th day of October, 2023, before me, a Notary Public for the state aforesaid, personally
appeared Christopher E. Golabek, known to me or satisfactorily proven to be the Person whose name is subscribed to the Fourteenth Supplemental Indenture dated as of October 1, 2023, who acknowledged that he is an authorized signatory for U.S. Bank
Trust Company, National Association, as successor in interest to U.S. Bank National Association, a national banking association, as Trustee; that he has been duly authorized to execute, and has executed, such instrument on its behalf for the
purposes therein set forth; and that the same is its act and deed.
IN WITNESS WHEREOF, I have set my hand and Notarial Seal, the day and year first above written.
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/s/Annette M. Marsula
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|
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Annette M. Marsula
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Notary Public
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My commission expires on 06/09/2025
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18
Exhibit 99.1
PETER C. HARVEY ELECTED TO THE BOARD OF DIRECTORS
OF NEW JERSEY RESOURCES
WALL, NJ, October 31, 2023 – The board of directors of New Jersey Resources (NYSE: NJR) today announced the unanimous election of Peter C. Harvey to the board.
“Peter Harvey is a nationally recognized lawyer, former New Jersey Attorney General and federal
prosecutor with extensive experience at the highest levels of his profession,” said Steve Westhoven, president and CEO of New Jersey Resources. “He is a welcome addition to our company, and I am confident he will bring thoughtful, independent
leadership to our board of directors.”
“There are few people as accomplished in their field as Peter Harvey,” said Donald Correll, chair of the board of New Jersey Resources. “His addition as a
director makes our board even stronger. With his more than 30 years of courtroom experience and proven record of accomplishment, he will bring an insightful perspective rooted in accountability and effective oversight to our board.”
Mr. Harvey is a partner and trial attorney at the law firm of Patterson Belknap Webb and Tyler LLP, where
he represents clients in complex civil and criminal trials and high stakes regulatory and public policy matters. In addition to Patterson Belknap Webb and Tyler LLP, he worked for such prestigious firms as Riker Danzig Scherer Hyland and Perretti
LLP and Kaye, Scholer, Fierman, Hays and Handler.
Previously, Mr. Harvey served as the 54th attorney general of New Jersey. As the state’s chief law enforcement officer, he was the chair of the New Jersey Domestic Security Preparedness Task Force and responsible for coordinating New
Jersey’s homeland security strategy for both law enforcement and the private sector. He also served as a federal prosecutor in the U.S. Attorney’s Office for the District of New Jersey where he tried cases involving organized crime and financial
fraud.
Mr. Harvey received a J.D. from Columbia Law School and a bachelor’s degree with honors from Morgan State University. Upon graduation from law school, he served
as law clerk to the Honorable Dickinson R. Debevoise, United States District Judge for the District of New Jersey.
He is a member of the National Bar Association, American Bar Association and National Association of Attorneys General, and serves on the National Football
League’s Diversity Advisory Committee.
- more -
PETER C. HARVEY ELECTED TO THE BOARD OF DIRECTORS OF NEW JERSEY RESOURCES
Page 2 of 2
| • |
New Jersey Natural Gas, NJR’s principal
subsidiary, operates and maintains over 7,700 miles of natural gas transportation and distribution infrastructure to serve nearly 575,000 customers in New Jersey’s Monmouth, Ocean and parts of Morris, Middlesex, Sussex and Burlington
counties.
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| • |
Clean Energy Ventures invests in, owns and
operates solar projects with a total capacity of more than 460 megawatts, providing residential and commercial customers with low-carbon solutions.
|
| • |
Energy Services manages a diversified portfolio of
natural gas transportation and storage assets and provides physical natural gas services and customized energy solutions to its customers across North America.
|
| • |
Storage and Transportation serves customers from
local distributors and producers to electric generators and wholesale marketers through its ownership of Leaf River Energy Center and the Adelphia Gateway Pipeline, as well as our 50% equity ownership in the Steckman Ridge natural gas
storage facility.
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| • |
Home Services provides service contracts as well
as heating, central air conditioning, water heaters, standby generators, solar and other indoor and outdoor comfort products to residential homes throughout New Jersey.
|
NJR and its nearly 1,300 employees are committed to helping customers save energy and money by promoting conservation and encouraging efficiency through
Conserve to Preserve® and initiatives such as The SAVEGREEN Project® and The Sunlight Advantage®.
For more information about NJR:
www.njresources.com
Follow us on X (formerly Twitter) @NJNaturalGas.
“Like” us on facebook.com/NewJerseyNaturalGas.
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