- COMMITMENTS OF
LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE
2.9.1 - EXISTING LETTERS OF CREDIT 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) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S) - SWING LOAN NOTE EXHIBIT 2.4 -
LOAN REQUEST EXHIBIT 2.5 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER
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
(vii)
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the
"Agreement") is dated as of December 5, 2018 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),
JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION, and U.S. BANK
NATIONAL ASSOCIATION, each in its capacity as a syndication agent, BANK OF
AMERICA, N.A., MIZUHO BANK, LTD., and TD BANK, N.A., each in its capacity as a
documentation agent, and PNC 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").
WHEREAS, the Borrower, the Administrative Agent and certain other Persons are
parties to the Existing Credit Agreement (as defined herein);
WHEREAS, the Borrower has requested the Lenders to provide a revolving credit
facility to the Borrower in an aggregate principal amount not to exceed
$425,000,000;
WHEREAS, the revolving credit facility shall be used for refinancing
indebtedness under the Existing Credit Agreement and general corporate purposes
of the Borrower; and
WHEREAS, the Lenders are willing to provide such revolving credit facility 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 Person shall mean a Person or business acquired by any Loan Party in a
transaction which is a Permitted Acquisition.
Additional Commitment Lender shall have the meaning specified in clause (iv) of
Section 2.12 [Extension of the Expiration Date].
Administrative Agent shall mean PNC Bank, National Association,