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EXHIBIT 4-9E
FIFTH AMENDMENT AGREEMENT
FIFTH AMENDMENT AGREEMENT dated as of September 14, 1998 between NEW JERSEY
RESOURCES CORPORATION (the "Company") and XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK (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, a Second Amendment Agreement dated as of January 9, 1995,
a Third Amendment Agreement dated as of July 1, 1996 and a Fourth Amendment
Agreement dated as of August 30, 1997 (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 in Section 1.1 of "Termination Date" is hereby
amended by deleting the date "October 1, 1998" and inserting the date "October
1, 1999" 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 Fourth 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 Fourth 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 Fourth Amendment Agreement are
hereby incorporated into and made a part of the Agreement as if fully
set forth therein.
(C) This Fifth 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 Fifth
Amendment Agreement by signing any such counterpart.
(D) This Fifth Amendment Agreement shall be governed by and construed in
accordance with the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth 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 XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By ________________________ By ________________________
Title: Title:
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CERTIFICATE OF INCUMBENCY
NEW JERSEY RESOURCES CORPORATION
I, Xxxxx X. Xxxxxx, Secretary, do hereby certify that the persons listed
below have been duly elected to the offices set forth opposite his or her name
and have held such offices at all times since January 1, 1997 through and
including the date hereof, and the signature appearing opposite his or her name
is his or her genuine signature:
Name Title Signature
Xxxxxxxx X. Xxxxxx Chairman, President and Chief
Executive Officer
Xxxxx X. Xxxxxxxx Senior Vice-President and
Chief Financial Officer
Xxxxx X. Xxxxxx Senior Vice-President and
Secretary
Dated: September 8, 1997
