9.2.5.
Application of Proceeds; Collateral Sharing
63
9.2.6.
Other Rights and Remedies
64
10.
THE AGENT
64
10.1.
Appointment and Authority
64
10.2.
Rights as a Lender
64
10.3.
Exculpatory Provisions
64
10.4.
Reliance by Agent
65
10.5.
Delegation of Duties
66
10.6.
Resignation of Agent
66
10.7.
Non-Reliance on Agent and Other Lenders
66
10.8.
[Reserved]
67
10.9.
[Reserved]
67
10.10.
[Reserved]
67
10.11.
Calculations
67
10.12.
Beneficiaries
67
11.
MISCELLANEOUS
67
11.1.
Modifications, Amendments or Waivers
67
11.1.1.
Increase of Commitments; Extension of Maturity Date
67
11.1.2.
Extension of Payment; Reduction of Principal, Interest or Fees;
67
Modification of Terms of Payment
11.1.3.
Release of Guarantor
68
11.1.4.
Miscellaneous
68
11.2.
No Implied Waivers; Cumulative Remedies; Writing Required
68
11.3.
Expenses; Indemnity; Damage Waiver
68
11.3.1.
Costs and Expenses
68
11.3.2.
Indemnification by the Borrower
69
11.3.3.
Reimbursement by Lenders
69
11.3.4.
Waiver of Consequential Damages, Etc.
70
11.3.5.
Payments
70
-iv
11.4.
Holidays
70
11.5.
Funding by Branch, Subsidiary or Affiliate
70
11.5.1.
Notional Funding
70
11.5.2.
Actual Funding
71
11.6.
Notices; Lending Offices
71
11.7.
Severability
72
11.8.
Governing Law
72
11.9.
Prior Understanding
72
11.10.
Duration; Survival
72
11.11.
Successors and Assigns
72
11.11.1.
Successors and Assigns Generally
72
11.11.2.
Assignments by Lenders
73
11.11.3.
Register
74
11.11.4.
Participations
74
11.11.5.
Certain Pledges; Successors and Assigns Generally
75
11.12.
Confidentiality
75
11.12.1.
General
75
11.12.2.
Sharing Information With Affiliates of the Lenders
76
11.13.
Counterparts
76
11.14.
Agent's or Lender's Consent
76
11.15.
Exceptions
76
11.16.
WAIVER OF JURY TRIAL
77
11.17.
JURISDICTION & VENUE
77
11.18.
USA Patriot Act Notice
77
11.19.
Joinder of Guarantors
77
11.20.
Keepwell
78
11.21.
No Advisory or Fiduciary Responsibility
78
-v
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID
SCHEDULE 1.1(B)
-
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 6.1.2
-
SUBSIDIARIES
SCHEDULE 6.1.12
-
CONSENTS AND APPROVALS
SCHEDULE 6.1.24
-
PERMITTED RELATED BUSINESS OPPORTUNITIES
SCHEDULE 8.2.1
-
EXISTING INDEBTEDNESS
EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)
-
GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
-
GUARANTY AGREEMENT
EXHIBIT 1.1(R)
-
NOTE
EXHIBIT 2.4
-
LOAN REQUEST
EXHIBIT 5.8.6(A)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.8.6(B)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.8.6(C)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.8.6(D)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)
EXHIBIT 7.1.3(A)
-
OPINION OF COUNSEL
EXHIBIT 7.1.3(B)
-
OPINION OF IN-HOUSE COUNSEL
EXHIBIT 8.2.5
-
ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.3
-
COMPLIANCE CERTIFICATE
-vi
TERM LOAN CREDIT AGREEMENT
THIS TERM LOAN CREDIT AGREEMENT is dated as of September 13, 2013 and is made by
and among NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the
"Borrower"), EACH OF THE GUARANTORS