On June 26, 2024, New Jersey Natural Gas Company and certain institutional investors in the private placement market entered into a Note Purchase Agreement, under which NJNG is to sell to the Purchasers $200,000,000 aggregate principal amount of its senior notes consisting of (i) $125,000,000 of NJNG?s 5.82% Senior Notes, Series 2024A, due June 26, 2054 (the ?Series A Notes?) and (ii) $75,000,000 of NJNG?s 5.49% Senior Notes, Series 2024B, due September 30, 2034 (the ?Series B Notes? and, together with the Series A Notes, the ?Notes?). The sale of the Series A Notes closed on June 26, 2024, and the sale of the Series B Notes is expected to close on September 30, 2024.

The Notes will be secured by an equal principal amount of NJNG?s First Mortgage Bonds to be 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 to be further amended and supplemented by the Fifteenth Supplemental Indenture dated as of June 1, 2024 (with respect to the Series A Notes) and the Sixteenth Supplemental Indenture to be dated as of September 1, 2024 (with respect to the Series B Notes). 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 Series A Notes at 5.82% per annum and will be payable on December 26 and June 26 of each year, beginning on December 26, 2024, and ending on the maturity date of June 26, 2054. Interest will accrue on the Series B Notes at 5.49% per annum and will be payable on March 30 and September 30 of each year, beginning on March 30, 2025, and ending on the maturity date of September 30, 2034.  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 Note Purchase Agreement contains customary representations and warranties of NJNG and the Purchasers and also contains customary events of default and certain covenants which will limit NJNG?s ability beyond agreed upon thresholds, to, among other things: (i) incur liens; (ii) make dispositions of assets; (iii) enter into transactions with affiliates; and (iv) merge, consolidate, transfer, sell or lease all or substantially all of the NJNG?s assets. These covenants are subject to a number of important exceptions and qualifications set out in the Note Purchase Agreement.