Exhibit 4.3A


 


FIRST AMENDMENT TO 

CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the
“Amendment”), dated and effective as of August 31, 2005, is made by and
among NEW JERSEY NATURAL GAS COMPANY,
a New Jersey corporation (the “Borrower”), the BANKS (as hereinafter defined), JPMORGAN CHASE BANK NA and
BANK OF
AMERICA, N.A., successor by merger to FLEET NATIONAL BANK, each in its capacity as a
syndication agent, BANK OF TOKYO-MITSUBISHI
TRUST COMPANY and CITICORP NORTH
AMERICA, INC., each in its capacity as a documentation agent, and PNC BANK, NATIONAL ASSOCIATION, in its
capacity as administrative agent for the Banks (hereinafter referred to in such
capacity as the “Agent”).


 


W  I  T 
N  E  S  S  E 
T  H:


 


WHEREAS, reference is made to
that certain Credit Agreement, dated as of December 16, 2004, by and among
the Borrower, the Banks party thereto, JPMorgan Chase Bank NA and Bank of
America, N.A., successor by merger to Fleet National Bank, each in its capacity
as a syndication agent, Bank of Tokyo-Mitsubishi Trust Company and Citicorp
North America, Inc., each in its capacity as a documentation agent, and
the Agent (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.


 


Section 2.9.1 [Issuance of Letters of Credit.] of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


“2.9.1      Issuance
of Letters of Credit.


 


Borrower may request the issuance of a letter of
credit (each a “Letter of Credit”) on behalf of itself by delivering to the
Agent a completed application and agreement for letters of credit in such form
as the Agent may specify from time to time by no later than 10:00 a.m.,
Pittsburgh time, at least five (5) Business Days, or such shorter period
as may be agreed to by the Agent, in advance of the proposed date of
issuance.  Each Letter of Credit shall be
a Standby Letter of Credit (and may not be a Commercial Letter of Credit).  Subject to the terms and


 





















 


conditions
hereof and in reliance on the agreements of the other Banks set forth in this Section 2.9,
the Agent or any of the Agent’s Affiliates will issue a Letter of Credit
provided that each Letter of Credit shall (A) have a maximum maturity of
twelve (12) months from the date of issuance, and (B) in no event expire
later than ten (10) Business Days prior to the Expiration Date and provided,
further, that in no event shall the Revolving Facility Usage exceed, at any one
time, the Revolving Credit Commitments.  Schedule 2.9.1
sets forth letters of credit issued by PNC Bank, National Association, as
administrative agent, under the Existing Credit Facility, which are outstanding
as of the Closing Date (the ‘Existing Letters of Credit’).  It is expressly agreed that the Existing
Letters of Credit are Letters of Credit under this Agreement.”


 


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.


 


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


 


(c)           No
Default.  Confirmation of Representations
and Warranties.  The Borrower, 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 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; No Novation.  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.  Borrower, the Banks, and the Agent acknowledge
and agree that this Amendment is not intended to constitute, nor does it
constitute, a novation, interruption, suspension of continuity, 


 





















 


satisfaction, discharge
or termination of the obligations, loans, liabilities, or indebtedness under
the Credit Agreement or the other Loan Documents.


 


(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 Borrower
unconditionally agrees 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]


 





















 


[SIGNATURE PAGE TO FIRST
AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY 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 NATURAL GAS COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  [Seal]

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
									



 





















 


[SIGNATURE PAGE TO FIRST
AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  BANK OF AMERICA, N.A., successor by

  merger to FLEET NATIONAL BANK,

  individually and as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST
AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  BANK
  OF TOKYO-MITSUBISHI TRUST

  COMPANY, individually and as Documentation

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST
AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  CALYON NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST
AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  CITICORP NORTH AMERICA, INC.,

  individually and as Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST
AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  CITIZENS
  BANK OF MASSACHUSETTS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST
AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST
AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  JPMORGAN
  CHASE BANK NA, individually

  and as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST
AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION,

  individually and as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 





















 


[SIGNATURE PAGE TO FIRST
AMENDMENT TO 

NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]


 


	
   

  	
  THE
  BANK OF NEW YORK, individually and as

  a Co-Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: