Item 1.01 Entry into a Material Definitive Agreement.
On October 25, 2018, National Fuel Gas Company (the Company) entered into a Fourth Amended and Restated Credit Agreement (the Credit
Agreement) with JPMorgan Chase Bank, N.A., as administrative agent, and the following lenders: JPMorgan Chase Bank, N. A.; Bank of America, N.A.; HSBC Bank USA, National Association; Wells Fargo Bank, National Association; Canadian Imperial
Bank of Commerce, New York Branch; Citizens Bank, N.A.; KeyBank, National Association; U.S. Bank National Association; Branch Banking and Trust Company; M&T Bank Corporation; PNC Bank, National Association; and Comerica Bank.
The Credit Agreement provides a $750 million multi-year unsecured committed revolving credit facility (the Facility) through October 25,
2023. With respect to borrowings under the Facility, the Company is permitted (but not required) to elect a maturity date that is 364 days after the date of the borrowing. The Credit Agreement includes an option for the Company to request increases
in the aggregate commitments to an amount not to exceed $1 billion, subject to certain terms and conditions. The Company may use the proceeds of loans under the Facility (a) to pay its obligations under (i) its commercial paper
program, (ii) other short-term credit facilities and (iii) maturing long-term debt obligations, and (b) for general corporate purposes of the Company and its subsidiaries in the ordinary course of business, including for working
capital, capital expenditure and other lawful corporate purposes. The Credit Agreement amends and restates that certain Third Amended and Restated Credit Agreement obtained by the Company in September 2016. There were no borrowings outstanding under
that agreement.
Rates for borrowing under the Credit Agreement are dependent on the Companys credit ratings and are based, at the Companys
election, upon whether the borrowing is a Eurodollar loan or an Alternate Base Rate loan. Eurodollar loans will bear interest at an adjusted London Interbank Offered (LIBO) rate plus an applicable margin ranging from 0.80% to 1.525%, depending on
the credit ratings of the Company. Alternate Base Rate loans will bear interest at a rate per annum equal to the sum of (1) the greatest of (a) the prime rate, (b) the New York Federal Reserve Bank rate plus 1/2 of 1%, and (c) an
adjusted LIBO rate for a
one-month
interest period plus 1%, and (2) an applicable margin ranging from 0% to 0.525%, depending on the credit ratings of the Company. In addition, under the terms of the
Credit Agreement, the Company agrees to pay the lenders a facility fee on a quarterly basis. The facility fee rate is dependent on the credit ratings of the Company and ranges from a rate per annum equal to 0.075% to 0.225% of the total commitments
under the Credit Agreement. Based on the Companys current credit ratings, the facility fee rate would be 0.15% per annum.
The Credit Agreement
contains representations and affirmative, negative and financial covenants usual and customary for agreements of this type, including among others covenants that place conditions upon the Companys ability to merge or consolidate with other
companies, sell any material part of its business or property, and incur liens. The Credit Agreement includes a covenant that the Company will not permit its debt to capitalization ratio to exceed 0.65 at the last day of any fiscal quarter. For
purposes of calculating the debt to capitalization ratio, the Companys capitalization means the sum of (a) its stockholders equity, (b) its indebtedness, and (c) 50% of the aggregate
after-tax
amount of
non-cash
charges directly arising from any ceiling test impairment occurring on or after July 1, 2018, provided that the amount determined
pursuant to clause (c) may not exceed $250 million.