CONSENT

CONSENT

THIS CONSENT (the “Consent”), dated and effective as of December 19, 2003, is made by and among NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), FLEET NATIONAL BANK and SUNTRUST BANK, each in its capacity as a syndication agent, BANK OF TOKYO-MITSUBISHI TRUST COMPANY and JPMORGAN CHASE BANK, each in its capacity as a documentation agent, BANK ONE, NA, CITIZENS BANK OF MASSACHUSETTS and THE BANK OF NEW YORK, each in its capacity as a co-agent and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks (hereinafter referred to in such capacity as the “Agent”).

W I T N E S S E T H:

WHEREAS, reference is made to that certain Credit Agreement, dated as of December 23, 2002, by and among the Borrower, the Guarantors party thereto, the Banks party thereto, Fleet National Bank and SunTrust Bank, each in its capacity as a syndication agent, Bank of Tokyo-Mitsubishi Trust Company and JPMorgan Chase Bank, each in its capacity as a documentation agent, Bank One, NA, Citizens Bank of Massachusetts and The Bank of New York, each in its capacity as a co-agent, and the Agent, as amended by that certain First Amendment to Credit Agreement, dated August 13, 2003, and as amended and restated by that certain Amended and Restated Credit Agreement, dated the date hereof (the “Credit Agreement”);

WHEREAS, pursuant to Section 2.10 of the Credit Agreement, Borrower has delivered its annual financial statements for the fiscal year ending September 30, 2003 and has provided written notice to the 364-Day Banks that it requests an extension of the 364-Day Loan Expiration Date, and the parties hereto desire to extend the 364-Day Loan Expiration Date subject to the terms and conditions as set forth herein;

WHEREAS, pursuant to Section 2.12 of the Credit Agreement, Borrower has provided notice to the Agent that it wishes to exercise its option to increase the Banks’ 364-Day Revolving Credit Commitments, and the parties hereto desire to increase the Banks’ 364-Day Revolving Credit Commitments subject to the terms and conditions as set forth herein; and

WHEREAS, the amendment and restatement of the Credit Agreement as of the date hereof is effective prior to the execution and effectiveness of this Consent.

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. Definitions.

Capitalized terms used herein unless otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

2. Consent to Extension of 364-Day Loan Expiration Date and Increase of 364-Day Revolving Credit Commitments.

(a) In accordance with Section 2.10 of the Credit Agreement, and subject to satisfaction of the conditions set forth in Section 3 below, the Borrower, the Agent and the 364-Day Banks hereby extend the 364-Day Loan Expiration Date for an additional period of 364 days commencing on the 364-Day Loan Expiration Date (such date being December 19, 2003) and with a new expiration date, referred to herein as the First Extended 364-Day Expiration Date of December 16, 2004.

(b) In accordance with Section 2.12 of the Credit Agreement, and subject to satisfaction of the conditions set forth in Section 3 below, the Borrower, the Agent and the 364-Day Banks hereby increase the 364-Day Revolving Credit Commitment in an aggregate amount of Twenty Million Dollars ($20,000,000) so that after giving effect to such increase, each 364-Day Bank has the 364-Day Revolving Credit Commitment and the 364-Day Revolving Credit Ratable Share as set forth opposite such 364-Day Bank’s name on the amended and restated Schedule 1.1(B) attached to this Consent.

3. Conditions of Effectiveness of this Consent.

The effectiveness of Section 2 [Consent to Extension of 364-Day Loan Expiration Date and Increase of 364-Day Revolving Credit Commitments] hereof is expressly conditioned upon the satisfaction of the conditions set forth below being satisfied to the satisfaction of the Agent and the 364-Day Banks:

(a) Certain Legal Details; Counterparts (364-Day Extension and Increase). All legal details and proceedings in connection with the transactions contemplated by this Consent shall be in form and substance satisfactory to the Agent, the Agent shall have received from the Borrower and each of the 364-Day Banks an executed original of this Consent, and the Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Agent.

(b) Notes. The Borrower shall have executed and delivered to each of the 364-Day Banks new Notes, reflecting the increase of the amount of each Bank’s 364-Day Revolving Credit Commitments, if any such Bank so requests.

(c) Representations and Warranties; No Defaults. After giving effect to the increase in the 364-Day Revolving Credit Commitments, the representations and warranties of the Loan Parties contained in Section 6 of the Credit Agreement and each of the other Loan Documents shall be true and accurate as of the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and each of the Loan Parties shall have performed and complied with all covenants and conditions under the Loan Documents and hereof; no Event of Default or Potential Default under the Credit

Agreement and the other Loan Documents shall have occurred and be continuing or shall exist; and the Chief Executive Officer, President or Chief Financial Officer or other Authorized Officer of each Loan Party shall have delivered to the Agent for the benefit of each Bank a duly executed certificate dated the date hereof certifying as to the items in this Section 3(c).

(d) Organization, Authorization and Incumbency. There shall be delivered to the Agent for the benefit of each Bank a certificate, dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each Loan Party, certifying as appropriate as to:


	(i) all action taken by such party in connection with this Consent and the other Loan Documents together with resolutions of each Loan Party evidencing same;

	(ii) the names of the officer or officers authorized to sign this Consent and the other documents executed and delivered in connection herewith and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of such Loan Party for purposes of the Loan Documents and the true signatures of such officers, on which the Agent and each Bank may conclusively rely; and

	(iii) copies of its organizational documents, including its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, in each case as in effect on the date hereof, certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business, provided, however, that each of the Loan Parties may, in lieu of delivering copies of the foregoing organizational documents and good standing certificates, certify that the organizational documents and good standing certificates previously delivered by the Loan Parties to the Agent remain in full force and effect and have not been modified, amended or rescinded.

(e) Material Adverse Change. Each of the Loan Parties represents and warrants to the Agent and the Banks that, by the execution and delivery hereof by each Loan Party to the Agent, after giving effect to this Consent, no Material Adverse Change shall have occurred with respect to the Borrower or any of the Loan Parties since the Closing Date of the Credit Agreement.

(f) No Violation of Laws. The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Banks.

(g) No Actions or Proceedings. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of the Credit Agreement, the Loan Documents or this Consent or the consummation of the transactions contemplated thereby or hereby or which, in the Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by the Credit Agreement, the Loan Documents or this Consent.

4. Miscellaneous.

(a) Force and Effect. The Credit Agreement and each of the other Loan Documents are hereby ratified and confirmed and are in full force and effect. No novation is intended or shall occur by or as a result of this Consent. This Consent is not intended to constitute, nor does it constitute, an interruption, suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the liens, security interests, indebtedness, loans, liabilities, expenses, or obligations under the Credit Agreement or the other Loan Documents.

(b) Governing Law. This Consent shall be deemed to be a contract under the laws of the State of New Jersey and for all purposes shall be governed by and construed and enforced in accordance with the internal laws of the State of New Jersey without regard to its conflict of laws principles.

(c) Counterparts. This Consent may be signed in any number of counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(d) Ratification of Guarantors. Each of the Guarantors hereby executes this Consent to evidence its consent hereto, and each Guarantor hereby ratifies and confirms the Credit Agreement, each Guaranty Agreement and each other Loan Document to which it is a party. No novation is intended or shall occur by or as a result of this Consent. This Consent is not intended to constitute, nor does it constitute, an interruption, suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the liens, security interests, indebtedness, loans, liabilities, expenses, or obligations under the Credit Agreement or the other Loan Documents.

(e) Payment of Fees and Expenses. The Borrower unconditionally agrees to pay and reimburse the Agent and save the Agent harmless against liability for the payment of all out-of-pocket costs, expenses and disbursements, including without limitation: (i) to the Agent for itself the reasonable costs and expenses of the Agent including, without limitation, the reasonable fees and expenses of counsel incurred by the Agent in connection with the development, preparation, execution, administration, interpretation or performance of this Consent, and all other documents or instruments to be delivered in connection herewith, (ii) to the Agent for the benefit of each 364-Day Bank consenting to the extension of the 364-Day Loan Expiration Date pursuant to Section 2(a) of this Consent, on or prior to the Effective Date, a fee equal to 5.0 basis points of each such 364-Day Bank’s 364-Day Revolving Credit Commitment as it was set forth on Schedule 1.1(B) in effect immediately prior to the amendment and restatement thereof by Schedule 1.1(B) attached to this Consent and (iii) to the Agent for the benefit of each 364-Day Bank consenting to the increase of the 364-Day Revolving Credit Commitment pursuant to Section 2(b) of this Consent, on or prior to the Effective Date, a fee equal to 10.0 basis points of the difference between (x) each such 364-Day Bank’s 364-Day Revolving Credit Commitment as set forth on the amended and restated Schedule 1.1(B) attached to this Consent and (y) each such consenting 364-Day Bank’s 364-Day Revolving Credit Commitment as it was set forth on Schedule 1.1(B) in effect immediately prior to the amendment and restatement thereof by Schedule 1.1(B) attached to this Consent.

(f) Effective Date. This Consent shall be dated as of and shall be effective as of the date of satisfaction of all items set forth in Section 3 hereof (the “Effective Date”).

[SIGNATURES BEGIN ON NEXT PAGE]

[SIGNATURE PAGE TO CONSENT TO
NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have executed this Consent as of the date first above written.


	BORROWER:

ATTEST:	NEW JERSEY RESOURCES CORPORATION

	By:	[Seal]

Name:	Name:

Title:	Title:

[SIGNATURE PAGE TO CONSENT TO
NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


		GUARANTORS:

		COMMERCIAL REALTY AND RESOURCES CORP

		By:

		Name:

		Title:

[SIGNATURE PAGE TO CONSENT TO
NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


		NJNR PIPELINE COMPANY

		By:

		Name:

		Title:

[SIGNATURE PAGE TO CONSENT TO
NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


		NJR ENERGY CORPORATION

		By:

		Name:

		Title:

[SIGNATURE PAGE TO CONSENT TO
NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


		NJR ENERGY SERVICES COMPANY

		By:

		Name:

		Title:

[SIGNATURE PAGE TO CONSENT TO
NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


		NJR HOME SERVICES COMPANY

		By:

		Name:

		Title:

[SIGNATURE PAGE TO CONSENT TO
NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


		BANKS:

		BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
		individually and as Documentation Agent

		By:

		Name:

		Title:

[SIGNATURE PAGE TO CONSENT TO
NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


		BANK ONE, NA, individually and as Co-Agent

		By:

		Name:

		Title:

[SIGNATURE PAGE TO CONSENT TO
NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


		CITIZENS BANK OF MASSACHUSETTS,
		individually and as a Co-Agent

		By:

		Name:

		Title:

[SIGNATURE PAGE TO CONSENT TO
NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


		FLEET NATIONAL BANK, individually and as
		Syndication Agent

		By:

		Name:

		Title:

[SIGNATURE PAGE TO CONSENT TO
NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


		JPMORGAN CHASE BANK, individually and as Documentation Agent

		By:

		Name:

		Title:

[SIGNATURE PAGE TO CONSENT TO
NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


		PNC BANK, NATIONAL ASSOCIATION,
		individually and as Agent

		By:

		Name:

		Title:

[SIGNATURE PAGE TO CONSENT TO
NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


		SUNTRUST BANK, individually and as
		Syndication Agent

		By:

		Name:

		Title:

[SIGNATURE PAGE TO CONSENT TO
NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


		THE BANK OF NEW YORK, individually and as a Co-Agent

		By:

		Name:

		Title:

[SIGNATURE PAGE TO CONSENT TO
NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]


		WACHOVIA BANK, NATIONAL ASSOCIATION

		By:

		Name:

		Title:

SCHEDULE 1.1(B)

NEW JERSEY RESOURCES CORPORATION

Part 1 - Commitments of Banks and Addresses for Notices to Banks

Amount of

Commitment

Revolving

Commitment

for 364-Day

Credit

364-Day

for Revolving

Revolving

Ratable

Revolving Credit

Bank

Credit Loans

Ratable Share

Share

Ratable Share

PNC BANK, NATIONAL ASSOCIATION

21,700,000

10,700,000

10.317307692

27.125

8.9166666667

Address for Notices:

16th Xxxxx

Xxx Xxxxx Xxxxxx Xxxxxxxxx Xxxx

Xxxxxxxxx, Xxx Xxxxxx 00000

Attention: Xxxxxxx Xxxxx

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

Address of Lending Office:

PNC Agency Services

PNC Xxxxxxxxx Xxxxxx, 0xx Xxxxx

000 Xxxxx Xxxxxx

Xxxxxxxxxx, Xxxxxxxxxxxx 00000

Attention: Xxxx Xxxxxx

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

BANK ONE, NA

7,500,000

9,200,000

7.798076923

9.375

7.0000000000

Address for Notices:

0 Xxxx Xxx Xxxxx, Xxxxx XX0-0000

Xxxxxxx, Xxxxxxxx 00000

Attention: Xxxx Xxxx

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

Address of Lending Office:

0 Xxxx Xxx Xxxxx, Xxxxx XX0-0000

Xxxxxxx, Xxxxxxxx 00000

Attention: Xxx Xxxxxx

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

Amount of

Commitment for

364-Day Revolving

Revolving Credit

364-Day Revolving

Revolving Credit

Credit Ratable

Bank

Loans

Credit Loans

Ratable Share

Share

BANK OF TOKYO-MITSUBISHI TRUST COMPANY

9,500,000

18,100,000

14.836538462

11.875

15.0833333333

Address for Notices:

12th Floor

1251 Avenue of the Americas

Xxx Xxxx, Xxx Xxxx 00000-0000

Attention: Xxxxxxxx Xxxxxxxx

Telephone: (000)000-0000

Telecopy: (000)000-0000

Attention: Xxxxxxx Xxxxxx

Telephone: (000)000-0000

Telecopy: (000)000-0000

Address of Lending Office:

12th Floor

1251 Avenue of the Americas

Xxx Xxxx, Xxx Xxxx 00000-0000

Attention: Xxxxxxx Xx

Telephone: (000)000-0000

Telecopy: (000) 000-0000 or 2305

CITIZENS BANK OF MASSACHUSETTS

7,500,000

9,200,000

7.798076923

9.375

7.0000000000

Address for Notices:

00 Xxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Attention: Xxxxxxx Xxxxxxx

Telephone: (000)000-0000

Telecopy: (000)000-0000

Address of Lending Office:

00 Xxxxx Xxxx

Xxxxxxx, Xxxxxxxxxxxxx

Attention: Xxxxx Xxxxxxxx

Telephone: (000)000-0000

Telecopy: (000)000-0000

Amount of

Commitment for

364-Day Revolving

Revolving Credit

364-Day Revolving

Revolving Credit

Credit Ratable

Bank

Loans

Credit Loans

Ratable Share

Share

FLEET NATIONAL BANK

9,500,000

12,000,000

10.144230769

11.875

Address for Notices:

Global Energy

MADE 10009G

000 Xxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Attention: Xxxxxxx X. Xxxxxxx

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

Address of Lending Office:

Global Energy

MADE 10009G

000 Xxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Attention: Xxxxxxx Xxxxxxxx

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

JPMORGAN CHASE BANK

9,500,000

14,500,000

12.067307692

11.875

12.0833333333

Address for Notices:

000 Xxxxx 00 Xxxx

Xxxxxxxxx, Xxx Xxxxxx 00000

Attention: Xxxx X. Xxxxxxxxxx

Telephone: (000) 000-0000

Telecopy: (000) 000-0000 or 5018

Address of Lending Office:

000 Xxxxx 00 Xxxx

Xxxxxxxxx, Xxx Xxxxxx 00000

Attention: Xxxxx Xxxxxxx

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

Amount of

Commitment for

364-Day Revolving

Revolving Credit

364-Day Revolving

Revolving Credit

Credit Ratable

Bank

Loans

Credit Loans

Ratable Share

Share

SUNTRUST BANK

9,500,000

16,000,000

13.221153846

11.875

13.3333333333

Address for Notices:

10^th Floor, Mail Code 1929

000 Xxxxxxxxx Xxxxxx

Xxxxxxx, Xxxxxxx 00000

Attention: Xxxx Xxxxxxx

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

Address of Lending Office:

10^th Floor, Mail Code 1941

000 Xxxxxxxxx Xxxxxx

Xxxxxxx, Xxxxxxx 00000

Attention: Xxxxxxxx Xxxxxx

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

THE BANK OF NEW YORK

5,300,000

7,800,000

6.509615385

6.625

6.5

Address for Notices:

Xxx Xxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxx Xxxxx

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

Address of Lending Office:

Utilities Division

Xxx Xxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxx Xxxxxxx

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

WACHOVIA BANK, N.A.

22,500,000

17.307692308

18.75

Address for Notices:

000 Xxxxx Xxxxxxx Xxxxxx, XX0000

Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

Attention: Xxxxx Xxxxx

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

Address of Lending Office:

000 Xxxxx Xxxxxxx Xxxxxx

Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

Attention: Chanue Xxxxxxx

Telephone: (000)000-0000

Telecopy: (000 000-0000

TOTAL

80,000,000

120,000,000

100

SCHEDULE 1.1(B)

NEW JERSEY RESOURCES CORPORATION

Part 2 - Addresses for Notices to Agent, Borrower and Guarantors

AGENT

PNC Bank, National Corporation
Xxx Xxxxx Xxxxxx Xxxxxxxxx, 00xx Xxxxx
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxx Xxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

BORROWER:

New Jersey Resources Corporation
0000 Xxxxxxx Xxxx
Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx Puma
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

GUARANTORS:

Commercial Realty and Resources Corp.
NJNR Pipeline Company
NJR Energy Corporation
NJR Energy Services Company
NJR Home Services Company
0000 Xxxxxxx Xxxx
Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx Puma
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

Document Metadata

Table of Contents

CONSENT

Document Metadata