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EXHIBIT 4.5B
SECOND AMENDMENT (the "Amendment"), dated as of August 29,1995, to the
Amended and Restated Note and Credit Agreement the "Agreement"), dated May 7,
1993, between NEW JERSEY RESOURCES CORPORATION (the "Borrower") and FIRST
FIDELITY BANK, NATIONAL ASSOCIATION, successor by consolidation to First
Fidelity Bank, National Association, New Jersey (the "Bank").
WITNESSETH:
WHEREAS, the Borrower and the Bank are parties to the Agreement; and
WHEREAS, the Borrower has requested the Bank to modify the Agreement,
and the Bank is agreeable to such request;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto here-by agree as follows:
1. Definitions. Except as otherwise stated, capitalized terms defined in the
Agreement and used herein without definition shall have the respective meanings
assigned to them in the Agreement.
2. Amendments to the Agreement. Section X, paragraph F is hereby amended by
adding to the end thereof a new subparagraph as follows:
5. The Borrower may sell its interest in NJR Energy Corporation and/or
New Jersey Natural Resources Company, and/or each of said Principal Subsidiaries
may sell all or substantially all of its properties and assets.
3. Representations and Warranties. To induce the Bank to enter into this
Amendment, the Borrower hereby represents and warrants that:
(a) The Borrower has the power, authority and legal right to make and
deliver this Amendment and to perform its obligations under the Agreement, as
amended by this Amendment, without any notice, consent, approval or
authorization not already obtained, and the Borrower has taken all necessary
action to authorize the same.
(b) The making and delivery of this Amendment and the performance of
the Agreement as amended by this Amendment do not violate any provision of law,
any regulation, the Borrower's charter or the Borrower's by-laws or result in
the breach of or constitute a default under or require any consent under any
indenture or other agreement or instrument to which the Borrower is a party or
by which the Borrower or any of its property may be bound or affected. The
Agreement as amended by this Amendment constitutes a legal, valid and binding
obligation of the Borrower, enforceable against it in accordance with its terms,
except as the enforceability thereof may be limited by any applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally.
(c) The representations and warranties contained in Section IX of the
Agreement are true and correct on and as of the date of this Amendment and after
giving effect thereto.
(d) No Event of Default or event which, with the giving of notice or
lapse of time or both, would be an Event of Default has occurred and is
continuing under the Agreement as of the date of this Amendment and after giving
effect thereto.
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4. Effective Date. This Amendment shall become effective as of the date hereof
when all of the following shall have occurred:
(a) The Bank shall have received counterparts of this Amendment, duly
executed by each of the parties hereto.
(b) The Bank shall have received a copy of the resolution of the Board
of Directors of the Borrower authorizing the execution, delivery and performance
of this Amendment, certified by an appropriate officer of the Borrower.
5. Counterparts. This Amendment may be signed in any number of counterparts,
each of which shall be an original an, all of which taken together shall
constitute a single instrument with the same effect as if the signatures thereto
and hereto were upon the same instrument.
6. Full Force and Effect. Except as expressly modified by this Amendment, all of
the terms and provisions of the Agreement shall continue in full force and
effect, and all parties hereto shall be entitled to the benefits thereof.
7. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the State of
New Jersey.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the date set forth above.
NEW JERSEY RESOURCES CORPORATION
/s/ Xxxxx X. Xxxxxxxx
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Title: VP & Controller
FIRST FIDELITY BANK, NATIONAL
ASSOCIATION
/s/ Xxxxxx XxXxxxxxxxx
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Title: Vice President
