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EXHIBIT 4-9B
SECOND AMENDMENT AGREEMENT
SECOND AMENDMENT AGREEMENT dated as of January 9, 1995 between NEW
JERSEY RESOURCES CORPORATION (the "Company") and X.X. XXXXXX DELAWARE
(the "Bank").
W I T N E S S E T H:
WHEREAS, Company and Bank are parties to that certain Credit Agreement
dated as of August 1, 1991, as amended by a First Amendment Agreement dated as
of September 1, 1993 (as so amended, the "Agreement"); and
WHEREAS, Company and Bank wish to further amend the Agreement in
certain respects:
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. Except as otherwise specified herein, capitalized terms
used herein and defined in the Agreement shall have the respective meanings
ascribed thereto in the Agreement. Each reference to "hereof", "hereunder",
"herein" and "hereby" and each other similar reference and each reference to
"this Agreement" and each other similar reference contained in the Agreement
shall from and after the effective date hereof refer to the Agreement as amended
hereby.
2. Amendment. The definition of "Termination Date" is hereby amended by
deleting the date "October 1, 1995" and inserting the date "October 1, 1996" in
its place.
3. Representations. Company hereby represents and warrants to Bank
that:
(A) the representations and warranties set forth in Section 5 of
the Agreement are true and correct in all respects as if made
on the date hereof and as if each reference therein to the
Agreement were a reference to the Agreement as amended by this
Second Amendment Agreement;
(B) no Event of Default specified in Section 7 of the Agreement
has occurred and is continuing; and
(C) the making and performance by the Company of this Second
Amendment Agreement have been duly authorized by all necessary
corporate action.
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4. Miscellaneous.
(A) Except as expressly amended hereby, the Agreement shall remain
unmodified and in full force and effect.
(B) The provisions of Section 2 of this Second Amendment Agreement
are hereby incorporated into and made a part of the Agreement as
if fully set forth therein.
(C) This Second Amendment Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one
and the same instrument, and any of the parties hereto may
execute this First Amendment Agreement by signing any such
counterpart.
(D) This Second Amendment Agreement shall be governed by and
construed in accordance with the law of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment Agreement to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.
NEW JERSEY RESOURCES CORPORATION X.X. XXXXXX DELAWARE
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxx X. Xxxxxxx
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Title: Vice President & Controller Title: Vice President
