ROANOKE GAS COMPANY
SCHEDULE 2(d)
ROANOKE GAS COMPANY
Reference is made to the Private Shelf Agreement (as amended from time to time, the “Agreement”), dated as of September 30, 2015, between Roanoke Gas Company (the “Company”), on the one hand, and Prudential Investment Management, Inc. (“Prudential”) and each Prudential Affiliate which becomes party thereto, on the other hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings specified in the Agreement.
Pursuant to Section 2(d) of the Agreement, the Company hereby makes the following Request for Purchase:
1. | Aggregate principal amount of |
the Notes covered hereby
(the “Notes”) ................... $8,000,000
2. | Individual specifications of the Notes: |
Principal Amount | Final Maturity Date | Principal Prepayment Dates and Amounts | Interest Payment Period |
$8,000,000 | 10/2/2027 | none | Semi-annually, in arrears |
3. | Use of proceeds of the Notes: The proceeds from the sale of the Notes will be used by the Company to refinance existing indebtedness and for general corporate purposes. |
4. | Proposed day for the closing of the purchase and sale of the Notes: |
October 2, 2017
5. | The purchase price of the Notes is to be transferred to: |
Name and Address | ||||
and ABA Routing | Number of | |||
Number of Bank | Account | |||
▇▇▇▇▇ Fargo Bank, N.A. | ||||
Roanoke, Virginia | Roanoke Gas Company | |||
ABA No: ▇▇▇▇▇▇▇▇▇ | xxxxxxxxx7087 | |||
6. The Company certifies that the attached Schedules 5.3/5.4/5.5/5.15 are true and correct on and as of the date of this Request for Purchase and (a) the representations and warranties contained in Section 5 of the Agreement, as amended by the attached Schedules, are true on and as of the date of this Request for Purchase and (b) that there exists on the date of this Request for Purchase no Event of Default or Default.
7. The Issuance Fee to be paid pursuant to the Agreement will be paid by the Company on the Closing Day.
Dated: May 18, 2017
Roanoke Gas Company
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Authorized Officer
SCHEDULE 5.3
DISCLOSURE MATERIALS
With the exception of this Agreement and the financial statements, 10-K filings and 10-Q filings listed in Schedule 5.5 of this Agreement, there are no Disclosure Documents.
SCHEDULE 5.4
SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK
The Company has no Subsidiaries.
The Company's Affiliates are the following:
RGC Resources, Inc.
Diversified Energy Company
RGC Midstream, LLC
The Company's directors are the following:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, III
▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
S. ▇▇▇▇▇ ▇▇▇▇▇
J. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
The Company's senior officers are the following:
▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ President and CEO
▇▇▇▇▇▇ ▇. ▇▇▇▇ Assistant Secretary and Assistant Treasurer
▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President, Secretary, Treasurer and CFO
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Vice President, Operations
SCHEDULE 5.5
FINANCIAL STATEMENTS
The Company has delivered the following financial statements:
Fiscal Year Ended | Quarter Ended | ||||||
September 30, 2016 | March 31, 2017 | ||||||
Financial Statements | Financial Statements | ||||||
Audited | Unaudited | 10-K | Audited | Unaudited | 10-Q | ||
RGC Resources, Inc. | X | X | X | X | |||
Roanoke Gas Company, Inc. | X | X | |||||
Diversified Energy Company, Inc. | X | X | |||||
RGC Midstream, LLC | X | X | |||||
The aforesaid audited financial statements for RGC Resources, Inc. are consolidated financial statements for RGC Resources, Inc. and its Subsidiaries.
SCHEDULE 5.15
EXISTING INDEBTEDNESS
The Company was the obligor with respect to the following Indebtedness as of March 31, 2017:
Obligee | Principal Amount Outstanding | Collateral | Guarantor | ||
The Prudential Insurance Company of America | $ | 15,250,000 | None | RGC Resources, Inc. | |
Par U Hartford Life & Annuity Comfort Trust | 9,700,000 | None | RGC Resources, Inc. | ||
Pruco Life Insurance Company of New Jersey | 5,550,000 | None | RGC Resources, Inc. | ||
Branch Banking and Trust | 7,000,000 | None | RGC Resources, Inc. | ||
▇▇▇▇▇ Fargo Bank, N.A. - Revolving Line of Credit | 8,460,578 | None | RGC Resources, Inc. | ||
$ | 45,960,578 | ||||
The maximum principal amount that can be outstanding at any time under the aforesaid revolving line of credit is $30,000,000.
The documents relating to certain of the aforesaid Indebtedness restrict the Company's ability to incur Indebtedness unless prescribed ratios are not exceeded. Such ratios would not be exceeded by reason of the issuance of the Notes, and such documents would not prohibit the issuance of the Notes.