Agent for the benefit of the Lenders, as of the date and year first
above written.
[______________________________]
By:
Name: Title:
Acknowledged and accepted:
U.S. BANK NATIONAL ASSOCIATION,
as Agent
By:
Name: Title:
3
EXHIBIT 1.1(G)(2)
GUARANTY AND SURETYSHIP AGREEMENT
This Guaranty and Suretyship Agreement (the "Guaranty"), dated as of this 18th
day of August, 2017, is jointly and severally given by EACH OF THE UNDERSIGNED
AND EACH OF THE OTHER PERSONS WHICH BECOME GUARANTORS HEREUNDER FROM TIME TO
TIME (each a "Guarantor" and collectively the "Guarantors") in favor of U.S.
BANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (the "Agent")
in connection with that Credit Agreement dated of even date herewith among New
Jersey Resources Corporation, the Guarantors parties thereto, the Lenders
parties thereto (the "Lenders"), and U.S. Bank National Association, as
administrative agent for the Lenders, and the Lenders now or hereafter party
thereto (as amended, restated, modified or supplemented from time to time
hereafter, the "Credit Agreement"). Capitalized terms not otherwise defined
herein shall have the respective meanings ascribed to them by the Credit
Agreement and the rules of construction set forth in Section 1.2 [Construction]
of the Credit Agreement shall apply to this Guaranty.
1. GUARANTIED OBLIGATIONS. TO INDUCE THE AGENT AND THE LENDERS TO MAKE LOANS AND
GRANT OTHER FINANCIAL ACCOMMODATIONS TO THE BORROWER UNDER THE CREDIT AGREEMENT,
EACH GUARANTOR HEREBY JOINTLY AND SEVERALLY, UNCONDITIONALLY AND IRREVOCABLY
GUARANTIES TO THE AGENT AND EACH LENDER AND ANY PROVIDER OF A LENDER PROVIDED
INTEREST RATE HEDGE OR ANY PROVIDER OF OTHER LENDER PROVIDED FINANCIAL SERVICE
PRODUCTS; AND BECOMES SURETY, AS THOUGH IT WAS A PRIMARY OBLIGOR, FOR THE FULL
AND PUNCTUAL PAYMENT AND PERFORMANCE WHEN DUE (WHETHER ON DEMAND, AT STATED
MATURITY, BY ACCELERATION OR OTHERWISE AND INCLUDING ANY AMOUNTS WHICH WOULD
BECOME DUE BUT FOR THE OPERATION OF AN AUTOMATIC STAY UNDER THE FEDERAL
BANKRUPTCY CODE OF THE UNITED STATES OR ANY SIMILAR LAWS OF ANY COUNTRY OR
JURISDICTION) OF ALL OBLIGATIONS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, ALL OBLIGATIONS, LIABILITIES AND INDEBTEDNESS FROM TIME TO TIME
OF THE BORROWER OR ANY OTHER GUARANTOR TO THE AGENT OR ANY OF THE LENDERS OR ANY
AFFILIATE OF ANY LENDER UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY
OTHER LOAN DOCUMENT, WHETHER FOR PRINCIPAL, INTEREST, FEES, INDEMNITIES,
EXPENSES OR OTHERWISE, AND ALL RENEWALS, EXTENSIONS, AMENDMENTS, REFINANCINGS OR
REFUNDINGS THEREOF, WHETHER SUCH OBLIGATIONS, LIABILITIES OR INDEBTEDNESS ARE
DIRECT OR INDIRECT, SECURED OR UNSECURED, JOINT OR SEVERAL, ABSOLUTE OR
CONTINGENT, DUE OR TO BECOME DUE, WHETHER FOR PAYMENT OR PERFORMANCE, NOW
EXISTING OR HEREAFTER ARISING (AND INCLUDING OBLIGATIONS, LIABILITIES AND
INDEBTEDNESS ARISING OR ACCRUING AFTER THE COMMENCEMENT OF ANY BANKRUPTCY,
INSOLVENCY, REORGANIZATION OR SIMILAR PROCEEDING WITH RESPECT TO THE BORROWER OR
ANY GUARANTOR OR WHICH WOULD HAVE ARISEN OR ACCRUED BUT FOR THE COMMENCEMENT OF
SUCH PROCEEDING, EVEN IF THE CLAIM FOR SUCH OBLIGATION, LIABILITY OR
INDEBTEDNESS IS NOT ENFORCEABLE OR ALLOWABLE IN SUCH PROCEEDING, AND INCLUDING
ALL OBLIGATIONS, LIABILITIES AND INDEBTEDNESS ARISING FROM ANY