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EXHIBIT 4-9C
THIRD AMENDMENT AGREEMENT
THIRD AMENDMENT AGREEMENT dated as of July 1, 1996 between NEW JERSEY
RESOURCES CORPORATION (the "Company") and ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW
YORK (successor by merger to ▇.▇. ▇▇▇▇▇▇ 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 and a Second Amendment Agreement dated as of January 9,
1995 (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 otter similar reference contained in the Agreement
shall from and after the effective date hereof refer to the Agreement as amended
hereby.
2. Amendment. The Agreement is hereby amended as follows:
(a) The definition in Section 1.1 of "Termination Date" is hereby
amended by deleting the date "October 1, 1996" and inserting
the date "October 1, 1997" in its place,
(b) The definition in Section 2.5(b) of "CD Margin" is amended to
read in its entirety as follows:
The "CD Margin" means (i) during such time as the
Borrower's Debt Rating is greater than or equal to Baa2/BBB,
the CD Rate for such day plus 0.475%, (ii) during such time as
the Borrower's Debt Rating is greater than or equal to Ba2/BB
but less than Baa2/BBB, the CD rate for such day plus 0.60%,
and (iii) during such time as the Borrower's Debt Rating is
less than Ba2/BB, the CD Rate for such day plus 0.85%.
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(b) The definition in Section 2.5(c) of "Euro Dollar Margin" is
amended to read in its entirety as follows:
The "Euro-Dollar Margin" means (i) during such time
as the Borrower's Debt Rating is greater than or equal to
Baa2/BB, the Rate for such day plus 0.35%, (ii) during such
time as the Borrower's Debt Rating is greater than or equal to
Ba2/BB but less than Baa2/BBB, the Eurodollar Rate for such
day plus 0.475%, and (iii) during such time as the Borrower's
Debt Rating is less than Ba2/BB, the Eurodollar Rate for such
day plus 0.725%.
(c) Section 2.6 is amended to read in its entirety as follows:
2.6 Commitment Fee
(a) The Borrower shall pay to the Bank a
commitment fee computed at the rate of 0.15% per annum on the
daily average amount by which the Commitment exceeds the
aggregate outstanding principal amount of the Loans. Such
commitment fee shall accrue from and including August 1, 1991
to but excluding the Termination Date and shall be payable
quarterly in arrears on the last day of each March, June,
September and December and upon the date of termination of the
Commitment in its entirety.
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
Third 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 Third
Amendment Agreement have been duly authorized by all necessary
corporate action.
4. Miscellaneous.
(A) Except as expressly amended hereby, the Agreement shall remain
unmodified and in full force and effect.
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(B) The provisions of Section 2 of this Third Amendment Agreement
are hereby incorporated into and made a part of the Agreement
as if fully set forth therein.
(C) This Third 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 Third Amendment Agreement by signing any such
counterpart.
(D) This Third 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 Third 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 ▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Senior VP & CFO Title: Vice President