or Fiduciary Responsibility 91 11.16
Acknowledgement Regarding Any Supported QFCs 91
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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 AND JOINT VENTURES SCHEDULE 6.1.12 -
CONSENTS AND APPROVALS SCHEDULE 6.1.21 - 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) - FORM OF TERM LOAN NOTE
EXHIBIT 1.1(S) - [RESERVED] EXHIBIT 2.2 - LOAN REQUEST EXHIBIT 2.5 - [RESERVED]
EXHIBIT 5.7 - COMMITMENT REDUCTION NOTICE EXHIBIT 5.10.7(A) - U.S. TAX
COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S.
Federal Income Tax Purposes) EXHIBIT 5.10.7(B) - U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax
Purposes) EXHIBIT 5.10.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For
Foreign
Participants That Are Partnerships For U.S. Federal Income Tax
Purposes) EXHIBIT 5.10.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign
Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT
8.3.3 - COMPLIANCE CERTIFICATE
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CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of
October 9, 2019 and is made by and among NEW JERSEY RESOURCES CORPORATION, a New
Jersey corporation (the "Borrower"), EACH OF THE GUARANTORS (as hereinafter
defined), the LENDERS (as hereinafter defined) and WELLS FARGO BANK, NATIONAL
ASSOCIATION, in its capacity as administrative agent for the Lenders under this
Agreement (hereinafter referred to in such capacity as the "Administrative
Agent").
STATEMENT OF PURPOSE
WHEREAS, the Borrower has requested the Lenders to provide a term loan to the
Borrower in an aggregate principal amount not to exceed $350,000,000;
WHEREAS, the term loan shall be used to (a) finance, in part, the acquisition
(the "Acquisition") of all of the equity interests of Leaf River Energy Center
LLC, a Delaware limited liability company (the "Acquired Company"), from Leaf
River Energy Holdings, LLC, a Delaware limited liability company (the "Seller"),
pursuant to the Membership Interest Purchase Agreement, dated as of the Signing
Date, by and between NJR Pipeline Company, a New Jersey company and a
wholly-owned subsidiary of the Borrower (the "Buyer"), and the Seller (including
all schedules and exhibits thereto, the "Acquisition Agreement") and (b) pay
fees, commissions and expenses in connection with the Transactions (as defined
below); and
WHEREAS, the Lenders are willing to provide such term loan upon the terms and
conditions hereinafter set forth;
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. CERTAIN DEFINITIONS
1.1 Certain Definitions. In addition to words and terms defined elsewhere in
this Agreement, the following words and terms shall have the following meanings,
respectively, unless the context hereof clearly requires otherwise:
"Acquired Company" shall have the meaning specified in the statement of purpose.
"Acquired Company Historical Statements"