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EXHIBIT 4.5C
THIRD AMENDMENT (the "Amendment"), dated as of September 10, 1996, to the
Amended and Restated Note and Credit Agreement, dated May 7, 1993, between NEW
JERSEY RESOURCES CORPORATION (the "Borrower") and FIRST UNION NATIONAL BANK,
successor by consolidation to First Fidelity Bank, National Association, New
Jersey (the "Bank") as amended (the "Agreement",)
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 hereby 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 I is hereby amended by deleting "April
30, 1997 and inserting in its place "April 30, 1998".
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 take 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.
4. Effective Date. This Amendment shall become effective as of the date here of
when all of the following shall have occurred:
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(a) The Bank shall have received counterparts of this Amendment, dated
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.
(c) The Bank shall have received an opinion of counsel to the Borrower,
dated the date hereof, to the effect that this Amendment has been duly
authorized, executed and delivered by a duly authorized officer of the Borrower
and that the Agreement, as amended by this Amendment, constitutes a valid
obligation of the Borrower, legally binding upon it and enforceable (except as
may be limited by any applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting creditors, rights generally) in
accordance with its terms as so amended.
5. Counterparts. This Amendment may be signed in any number of counterparts,
each of which shall be an original and 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: Senior VP and CFO
FIRST UNION NATIONAL BANK
/s/ Xxxx X. Xxxxxxxxxx
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Title: Vice President
