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EXHIBIT 4-6A
FIRST AMENDMENT TO LETTER AGREEMENT
FIRST AMENDMENT dated as of September 30, 1997 (this "Amendment") to
Letter Agreement dated as of August 25, 1996 ( the "Agreement") by and between
NEW JERSEY RESOURCES CORPORATION (the "Borrower") and SOCIETE GENERALE, NEW YORK
BRANCH (the "Bank"). Capitalized terms used herein and not otherwise defined
shall have the respective meanings assigned to such terms in the Agreement.
WITNESSETH:
WHEREAS, pursuant to the Agreement, the Bank has provided the Borrower
with a revolving credit facility in the amount of U.S. $10,000,000; and
WHEREAS, the Borrower and the Bank wish to amend the Agreement as
herein provided:
NOW, THEREFORE. the parties hereto agree as follows:
I. Amendment to the Agreement
On the Amendment Effective Date (as hereinafter defined), the Agreement
shall be amended by deleting(2 the definition of the term "Termination Date"
in Section 1. I thereof and inserting the following in lieu thereof:
" "Termination Date" means September 30, 1998 or the earlier date of
termination in whole of the Commitment pursuant to Section 3.2."
II. Effectiveness
This Amendment shall become effective on the date (the "Amendment
Effective Date") when (i) this Amendment shall have been signed by the parties
hereto and (ii) the Borrower shall have delivered to the Bank (a) a new
Promissory Note (the "New Note") in the form of Exhibit A attached hereto,
duly executed on its behalf, (b) an opinion of the General Counsel of the
Borrower. in form and substance satisfactory to the Bank, confirming the
authority for the Borrower to execute and deliver this Amendment and the New
Note and to obtain Advances from the Bank to the Termination Date, as amended
by this Amendment and (c) a certificate from the Secretary or Assistant
Secretary of the Borrower as to the incumbency of the persons who are
authorized to execute and deliver this Amendment and the New Note on its
behalf and to request Advances pursuant to the Agreement.
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III. Representations and Warranties
In order to induce the Bank to amend the Agreement as provided for in
this Amendment, the Borrower confirms, reaffirms and restates its
representations and warranties set for-the in the Agreement.
IV. Reference to and Effect on the Agreement
4.1 Upon the effectiveness of this Amendment, (i) each reference in the
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like
import shall mean and be a reference to the Agreement as amended hereby and (ii)
each reference in the Agreement to "the Note" shall be deemed to be a reference
to the New Note.
4.2 Except as specifically amended above, all of the terms of the
Agreement shall remain unchanged and in full force and effect.
4.3 The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any provision
of the Agreement.
V. Governing Law
This Amendment and the rights and obligations of the parties hereunder
shall be governed by and construed in accordance with the laws of the State of
New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.
NEW JERSEY RESOURCES
CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
and Chief Financial
Officer
SOCIETE GENERALE,
NEW YORK BRANCH
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President
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