Exhibit 4(5C)


 


SECOND AMENDMENT TO


AMENDED AND RESTATED CREDIT AGREEMENT


 


 


THIS SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT  (the
“Amendment”), dated and effective as of July 12, 2004, is made by and
among NEW JERSEY RESOURCES CORPORATION,
a New Jersey corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), FLEET NATIONAL BANK and SUNTRUST BANK, each in its capacity as a
syndication agent, BANK OF TOKYO-MITSUBISHI
TRUST COMPANY and JPMORGAN CHASE
BANK, each in its capacity as a documentation agent, BANK ONE, NA, CITIZENS BANK OF MASSACHUSETTS and THE BANK OF NEW YORK, each in its capacity as a co-agent, and PNC BANK, NATIONAL ASSOCIATION, in its
capacity as administrative agent for the Banks (hereinafter referred to in such
capacity as the “Agent”).


 


WITNESSETH:


 


WHEREAS, reference is made to that certain Amended and Restated
Credit Agreement, dated as of December 19, 2003, by and among the
Borrower, the Guarantors party thereto, the Banks party thereto, Fleet National
Bank and SunTrust Bank, each in its capacity as a syndication agent, Bank of
Tokyo-Mitsubishi Trust Company and JPMorgan Chase Bank, each in its capacity as
a documentation agent, Bank One, NA, Citizens Bank of Massachusetts and The
Bank of New York, each in its capacity as a co-agent, and the Agent, as amended
as of March 24, 2004 (the “Credit Agreement”); and


 


WHEREAS, the parties hereto desire to amend certain terms of the
Credit Agreement as hereinafter provided.


 


NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally
bound hereby, covenant and agree as follows:


 


1.                                       Definitions.


 


Capitalized terms used herein unless otherwise defined
herein shall have the meanings ascribed to them in the Credit Agreement as
amended by this Amendment.


 


2.                                       Amendment of Credit Agreement.


 


(a)                                  Section 1.1
[Certain Definitions.]  The
existing definition of “Permitted Additional NJNG Indebtedness” contained in Section 1.1
of the Credit Agreement is hereby amended and restated to read as follows:


 


“Permitted
Additional NJNG Indebtedness shall mean Indebtedness issued by New Jersey
Natural Gas which Indebtedness


 


(i)                                     on
the date of issuance meets the following requirements:


 





















 


(A)                              after
giving effect to the issuance of such Indebtedness (the amount of which shall
be included in Consolidated Total Indebtedness for purposes of the ratio set
forth in Section 8.2.12 [Maximum Leverage Ratio]), the Loan Parties shall be
in pro-forma compliance with the covenants set forth in Section 8.2.12
[Maximum Leverage Ratio] and Section 8.2.13 [Minimum Interest Coverage
Ratio] of this Agreement and no Event of Default or Potential Default shall
exist or be continuing; and


 


(B)                                the
events of default and covenants applicable to such Indebtedness shall not be
more restrictive, in any material respect, than the events of default and
covenants governing those matters or similar matters that are the subject of Section 8.2
[Negative Covenants] and Section 9.1 [Events of Default] of the NJNG
Credit Agreement unless Borrower shall have
irrevocably offered the Agent and the Banks to enter at any time into an
amendment of this Agreement to add to this Agreement substantially similar
covenants or Events of Default, as the case may be; and


 


(ii)                                  on
the date of issuance and thereafter as amended or modified, at all times meets
the following requirement:


 


(A)                              such
Indebtedness will be guaranteed by no Person which is a Loan Party or a
Subsidiary of a Loan Party, unless such Person also provides to the lenders
under the NJNG Credit Agreement, a Guaranty (such Guaranty to be in form and
substance satisfactory to the requisite lenders under the NJNG Credit
Agreement) of the Indebtedness and other obligations of New Jersey Natural Gas
under the NJNG Credit Agreement and related loan documents.


 


The Loan Parties
shall promptly after issuance of Permitted Additional NJNG Indebtedness deliver
to the Agent and the Banks a copy of the material documents with respect to the
issuance of such Indebtedness.”


 


(b)                                 Schedule 1.1(P)(2)
[Permitted Additional NJNG Indebtedness Summary of Proposed Terms] of the
Credit Agreement is hereby deleted.


 


3.                                       Conditions of Effectiveness of
this Amendment.


 


This Amendment shall become effective upon
satisfaction of each of the following conditions, being satisfied to the
satisfaction of the Agent (the “Effective Time”):


 


(a)                                  Legal
Details; Counterparts.  All legal
details and proceedings in connection with the transactions contemplated by
this Amendment shall be in form and substance satisfactory to the Agent, the
Agent shall have received from the Borrower and the Required Banks an executed
original of this Amendment and the Agent shall have received all such other
counterpart originals or certified or other copies of such documents and
proceedings in connection with such transactions, in form and substance
satisfactory to the Agent.


 


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(b)                                 Execution
and Delivery of Amendment.  The
Borrower, the Guarantors, the Agent and the Required Banks shall have executed
this Amendment.


 


(c)                                  No
Default.  Confirmation of Representations
and Warranties.  Each of the Loan
Parties, by its execution and delivery of this Amendment to the Agent, hereby
certifies that:  (i) no Event of Default
or Potential Default has occurred and is continuing, and (ii) the
representations and warranties made by the Borrower and the other Loan Parties
in or pursuant to the Credit Agreement or any of the other Loan Documents, are
true and correct in all material respects on and as of the date hereof as if
made on such date (except to the extent that any such representations and
warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all material respects
on and as of such earlier date).


 


4.                                       Miscellaneous.


 


(a)                                  Force
and Effect.  The Credit Agreement is
hereby amended in accordance with the terms hereof and any reference to the
Credit Agreement in any Loan Document or any other document, instrument, or
agreement shall hereafter mean and include the Credit Agreement as amended
hereby.  The Credit Agreement (as amended
by this Amendment) and each of the other Loan Documents are hereby ratified and
confirmed and are in full force and effect. No novation is intended or shall
occur by or as a result of this Amendment


 


(b)                                 Governing
Law.  This Amendment shall be deemed
to be a contract under the laws of the State of New Jersey and for all purposes
shall be governed by and construed and enforced in accordance with the internal
laws of the State of New Jersey without regard to its conflict of laws
principles.


 


(c)                                  Counterparts.  This Amendment may be signed in any number of
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


(d)                                 Fees
and Expenses.  The Loan Parties
unconditionally agree to pay and reimburse the Agent and save the Agent
harmless against liability for the payment of all out-of-pocket costs, expenses
and disbursements, including without limitation, reasonable fees and expenses
of counsel incurred by the Agent in connection with the development,
preparation, execution, administration, interpretation or performance of this
Amendment and all other documents or instruments to be delivered in connection
herewith.


 


[SIGNATURES BEGIN ON NEXT PAGE]


 


3





















 


[SIGNATURE PAGE TO SECOND AMENDMENT TO 

AMENDED AND RESTATED NEW JERSEY RESOURCES CORPORATION 

CREDIT AGREEMENT]


 


IN WITNESS WHEREOF, and intending to be legally bound
hereby, the parties hereto have executed this Amendment as of the date first
above written.


 


	
   

  	
   

  	
  BORROWER:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  NEW
  JERSEY RESOURCES CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  [Seal]

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
										



 





















 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  NJNR
  PIPELINE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  COMMERCIAL
  REALTY AND RESOURCES

  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  NJR
  ENERGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  NJR
  ENERGY SERVICES COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  NJR
  HOME SERVICES COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  BANK
  OF TOKYO-MITSUBISHI TRUST

  COMPANY, individually and as Documentation

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  BANK
  ONE, NA, individually and as Co-Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  CITIZENS
  BANK OF MASSACHUSETTS,

  individually and as a Co-Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  FLEET
  NATIONAL BANK, individually and as

  Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  JPMORGAN
  CHASE BANK, individually and as

  Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION,

  individually and as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  SUNTRUST
  BANK, individually and as

  Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  THE
  BANK OF NEW YORK, individually and as

  a Co-Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  WACHOVIA
  BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: