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EXHIBIT 4-6B
SECOND AMENDMENT TO LETTER AGREEMENT
SECOND AMENDMENT dated as of September 30, 1998 (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.
W I T N E S S E T H:
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 the definition of the term "Termination Date" in
Section 1.1 thereof and inserting the following in lieu thereof:
" "Termination Date" means September 30, 1999 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 forth 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:______________________
Name:
Title:
SOCIETE GENERALE,
NEW YORK BRANCH
By:_______________________
Name:
Title:
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EXHIBIT A
PROMISSORY NOTE
New York, New York
$10,000,000 September __ , 1996
FOR VALUE RECEIVED, the undersigned, NEW JERSEY RESOURCES CORPORATION (the
"Borrower"), unconditionally promises to pay to the order of SOCIETE GENERALE,
NEW YORK BRANCH (the "Bank") at the Bank's office located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in immediately available funds, on the dates
and in the manner set forth in the Agreement (as defined below), the principal
sum of Ten Million Dollars (U.S. $10,000,000) or the unpaid principal amount of
all Advances made by the Bank to the Borrower made pursuant to this promissory
note and the Agreement, whichever is less.
The Borrower further promises to pay interest (computed for the actual
number of days elapsed on the basis of a year of 360 days) in like money and
funds on the daily outstanding balance of each Advance for the period commencing
on the date of such Advance until the Advance is repaid in full, at such rate
and in the manner set forth in the Agreement.
All payments of principal of an interest on this promissory note shall be
made by the Borrower not later than 12:00 noon (New York time) on the date when
due to the Bank at its office located on the date hereof at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ in lawful money of the United States of
America, in immediately available funds without setoff, deduction or
counterclaim and free and clear of any present of future taxes, levies, imposts,
duties, fees, assessments or other charges. If any day on which a payment is due
hereunder is not a business day, which for purposes of this promissory note
shall mean a day other than Saturday or Sunday or other than a day on which
commercial banks in New York City are authorized or required to close, then such
payment shall be due on the following business day and such additional time
shall be included in the calculation of interest.
The Borrower agrees to pay costs of collection (including reasonable legal
fees and disbursements of counsel) if default is made in the payment of the
principal of or interest on this promissory note.
This promissory note is the grid note referred to in the Credit Agreement
dated as of August 25, 1996, as amended by the First Amendment thereto dated as
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of September __, 1997 and the Second Amendment thereto dated as of September 30,
1998 (said Credit Agreement, as so amended, and as it may hereafter be amended,
supplemented or otherwise modified from time to time, the "Agreement"), between
the Borrower and the Bank, which provides for the prepayment of this note on
certain events, the acceleration of its maturity and other terms and conditions
relating to this note, all of which are herein incorporated by reference.
The Borrower hereby irrevocably submits to the non-exclusive jurisdiction
of any United States Federal or New York State court sitting in New York City in
any action or proceeding arising out of or relating to this promissory note, and
hereby consents that personal jurisdiction over the Borrower may be obtained by
mailing a summons to the Borrower by registered mail or certified mail, return
receipt requested, within or without such court's jurisdiction, or by personal
service, provided a reasonable time for appearance is allowed. The Borrower
hereby waives all objections as to venue, inconvenient forum and the like. The
Borrower hereby waives trial by jury in any legal proceeding arising out of or
relating to this promissory note.
Presentment, demand, protest and notices of any kind with respect to this
promissory note are hereby expressly waived by the Borrower.
The promissory note shall be governed by and construed in accordance with
the laws of the State of New York.
NEW JERSEY RESOURCES CORPORATION
By: SPECIMEN ONLY - DO NOT SIGN
-------------------------------------
Name:
Title:
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