Date:	          	September 18, 2020
	 	 	 
	To:		New Jersey Resources Corporation
			1415 Wyckoff Road
			Wall, New Jersey 07719
	 	 	 
	From:		JPMorgan Chase Bank, National Association
	 	 	 
	Re:		Amendment to Share Forward Transactions




Ladies and Gentlemen:


This letter agreement (this “Amendment”) amends the terms and conditions of (i) the transaction (the “Base Transaction”) evidenced by the letter agreement between JPMorgan Chase Bank, National Association (“Dealer”) and New Jersey Resources Corporation (“Counterparty”), dated December 4, 2019 (the “Base Confirmation”) and (ii) the transaction (the “Additional Transaction” and, together with the Base Transaction, the “Transactions”) evidenced by the letter agreement between Dealer and Counterparty, dated December 5, 2019 (the “Additional Confirmation” and, together with the Base Confirmation, the “Confirmations”). Any capitalized term used but not defined herein shall have the meaning assigned thereto in the Confirmations.


1. Amendment. Each Confirmation is hereby amended by:


	a.	

   replacing the date “September 30, 2020” opposite the term “Maturity Date” with “September 10, 2021”, and

	 	 
	b.	

   replacing Schedule I with the following:




FORWARD PRICE REDUCTION DATES AND AMOUNTS



	Forward Price Reduction Date	     	Forward Price Reduction Amount
	Trade Date:		USD 0.00
	December 18, 2019		USD 0.3125
	March 16, 2020		USD 0.3125
	June 15, 2020		USD 0.3125
	September 21, 2020		USD 0.3325
	December 15, 2020		USD 0.3325
	March 16, 2021		USD 0.3325
	June 15, 2021		USD 0.3325





2. As of the date of this Amendment, Counterparty hereby repeats (i) the representations, warranties and agreements contained in the Confirmations under the headers “Representations and Agreements of Party B” and “Additional Representations, Warranties and Agreements of Party B” and (ii) the representation in Section 3(a)(iii) of the 2002 ISDA Master Agreement.


3. No Additional Amendments or Waivers. Except as amended hereby, all the terms of the Transactions and provisions in the Confirmations shall remain and continue in full force and effect and are hereby confirmed in all respects.


4. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.


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5. Governing Law; Jurisdiction. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECT TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.


6. Waiver of Jury Trial. EACH OF COUNTERPARTY AND DEALER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY TRANSACTION OR THE ACTIONS OF DEALER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.


7. Communications with J.P. Morgan Securities LLC. If Counterparty interacts with any employee of J.P. Morgan Securities LLC with respect to this Amendment or the Transaction, Counterparty is hereby notified that such employee will act solely as an authorized representative of Dealer (and not as a representative of J.P. Morgan Securities LLC) in connection with the Transaction.


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Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it to Dealer.


				Very truly yours,	
				 	
				          	JPMORGAN CHASE BANK, NATIONAL
					ASSOCIATION
					 	
					 	
					By:	/s/ Ranga Kanthadai	                         
					Name:    	Ranga Kanthadai	
					Title:	Vice President	
	 						
	 						
	 						
	Accepted and confirmed:					
	 					
	NEW JERSEY RESOURCES			
	CORPORATION				
	 					
	By:	/s/ Roberto Bel                    	                         				
	Name:    	Roberto Bel					
	Title:	Treasurer					





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