of Guarantors 110
11.20.
Anti-Money Laundering/International Trade Law Compliance 111
- vii -
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 2.9.1 -
EXISTING LETTERS OF CREDIT 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) -
REVOLVING CREDIT NOTE EXHIBIT 1.1(S) - SWING LOAN NOTE EXHIBIT 2.4 - LOAN
REQUEST EXHIBIT 2.5 - SWING LOAN REQUEST EXHIBIT 5.5 - COMMITMENT REDUCTION
NOTICE 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
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of September 28, 2015 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. and WELLS FARGO BANK,
NATIONAL ASSOCIATION, each in its capacity as a syndication agent, BANK OF
AMERICA, N.A., TD BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION, 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 "Agent").
WITNESSETH:
WHEREAS, the Borrower, the Agent and certain other Persons are parties to the
Existing Credit Facility (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 Facility 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.
Acquisition