1
Exhibit 4-11
MASTER ADVANCE NOTE
$15,000,000.00
October 13, 1999
LOAN FOR VALUE RECEIVED, the Undersigned ("BORROWER"),
unconditionally (and jointly and severally, if more
than one) promise(s) to pay to SUMMIT BANK ("BANK"),
or order, at its offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, or at such other place as may
be designated in writing by Bank, the principal
aggregate sum of fifteen million ($15,000,000.00)
Dollars or such lesser amount of advances as may have
been borrowed, repaid and reborrowed, (or for such
other financial accommodations as may have been made)
together with interest from the date hereof on the
unpaid principal balance hereunder, computed daily,
at the RATE per annum indicated below, payable in
accordance with the particular PAYMENT SCHEDULE
indicated below.
Any advance(s) shall be conclusively presumed to have
been made to and for the benefit and at the request
of Borrower when (1) deposited or credited to an
account of Borrower with Bank, notwithstanding that
such advance was requested, orally or in writing, by
someone other than Borrower or that someone other
than Borrower is authorized to draw on such account
and may or does withdraw the whole or any part of
such advance, or (2) made in accordance with the oral
or written instructions of ▇▇▇▇▇▇▇▇, or of any one of
them if more than one, or of any one signing below
for or on behalf of ▇▇▇▇▇▇▇▇.
__X_ If this line is checked, Borrower authorized Bank to
effect payment of sums due under the Note by means of
debiting Borrower's checking account.
____ If this line is checked, Borrower is an individual
and the proceeds of this loan are to be used for
business purposes.
RATE A RATE based on the "Prevailing Base Rate" of Bank
will change each time and as of the date that the
Prevailing Base Rate of Bank changes.
The Prevailing Base Rate of Bank means the
fluctuating Base Rate of interest established by Bank
from time to time whether or not such rate shall be
otherwise published. The Prevailing Base Rate is
established for the convenience of Bank. It is not
necessarily Bank's lowest rate. In the event that
there should be a change in the Prevailing Base Rate
of Bank, such change shall be effective on the date
of such change without notice to Borrower or any
Guarantor, Endorser or Surety. Any such change will
not effect or alter any other terms or conditions of
this Note.
2
Interest will be calculated on the basis of the
actual number of days elapsed over a year of 360
days, unless otherwise prohibited by law.
To the extent permitted by law, whenever there is any
Event of Default under this Note, or non-payment upon
demand, the RATE of interest on the unpaid principal
balance shall, at the option of Bank, be 2% over the
interest RATE provided herein. Borrower acknowledges
that (i) such default rate is a material inducement
to Bank to make the loan, (ii) Bank would not have
made the loan in absence of the agreement of the
Obligators (as defined in Section 1 of the Additional
Terms and Conditions hereto) to pay such default rate
and (iii) such default rate is not a penalty and
represents a reasonable estimate of the cost to Bank
in allocating its resources (both personnel and
financial) to the on-going review, monitoring,
administration and collection of the loan.
Notwithstanding any other limitations contained in
this Note, Bank does not intend to charge and
Borrower shall not be required to pay any interest or
other fees or charges in excess of the maximum
permitted by applicable law. Any payments in excess
of such maximum shall be refunded to Borrower or
credited against principal.
____ The RATE shall be the Prevailing Base Rate of Bank
plus _____%.
____ The RATE shall be _____%
__X_ The RATE shall be negotiable at the time of borrowing.
PAYMENT SCHEDULE
In the event that any payment shall not be received
by Bank within TEN (10) days of the due date,
Borrower shall, to the extent permitted by law, pay
Bank a late charge of 5% of the overdue payment (but
in no event to be less than $25.00 nor more than
$2,500.00) Any such late charge assessed is
immediately due and payable.
All payments received hereunder may be applied first
to the payment of any expenses or charges payable
hereunder and accrued interest and the balance only
applied to principal.
3
Principal shall be paid:
_____ On Demand
X In a single payment on October 11, 2000
_____ In equal _____ monthly; _______ quarterly;
installments of $_____________ each, commencing on
_____________________, 19_____, and continuing on the
same day of each successive ________ month; _______
quarter; thereafter, with a final payment of all
unpaid principal on ________________________,
19_____.
Interest shall be paid:
_____ monthly; X quarterly;
commencing on January, 2000 and continuing on the
same day of each successive quarter; thereafter with
a final payment of all unpaid interest at the time of
the final payment of the unpaid principal.
SECURITY As security for this Note, or any modifications,
extensions and/or renewals, Borrower grants to Bank a
lien on, a continuing security interest in, and a
right to set-off at any time, without notice, all
property and deposit accounts at, under the control
of or in transit to Bank which belong to Borrower,
any Guarantor or Endorser hereof.
____ If this line is checked, this Note and any subsequent
modifications, extension and/or renewals hereof are
also secured by and/or entitled to the benefit of a
Security Agreement, and/or Mortgage dated
__________________, ______ (or any subsequent
modification, extension or renewal thereof).
WAIVER OF JURY TRIAL
▇▇▇▇▇▇▇▇ WAIVES TRIAL BY JURY AND CONSENTS TO AND
CONFERS PERSONAL JURISDICTION ON COURTS OF THE STATE
OF NEW JERSEY OR THE FEDERAL GOVERNMENT, AND
EXPRESSLY
4
WAIVES ANY OBJECTIONS AS TO VENUE IN ANY OF SUCH
COURTS, AND AGREES THAT SERVICE OF PROCESS MAY BE
MADE ON BORROWER BY MAILING COPY OF THE SUMMONS TO
BORROWER AT BORROWER'S ADDRESS. BANK LIKEWISE WAIVES
TRIAL BY JURY.
5
THE ADDITIONAL TERMS AND CONDITIONS SET FORTH IN
THIS NOTE ARE A PART OF THIS NOTE
WITNESS BORROWER:
New Jersey Resources Corporation
----------------------------------- ------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CFO
----------------------------------- ------------------------------------------
Borrower
ATTEST BORROWER
----------------------------------- ------------------------------------------
Manager Manager
ATTEST BORROWER
----------------------------------- ------------------------------------------
Secretary President
with its place of business or chief executive office (if it has more than one
place of business) at
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
ADDITIONAL TERMS AND CONDITIONS
1. The Borrower and any Co-Borrowers, or Guarantor, or any Endorser hereof
(collectively "Obligors") and each of them: (i) waive(s) presentment,
dishonor, demand, notice of demand, protest, notice of protest and
notice of non-payment and any other notice required to be given under
the law to any Obligors in connection with the delivery, acceptance,
performance, default or enforcement of this Note, of any endorsement or
guaranty of this Note or of any document or instrument evidencing any
security for payment of this Note; (ii) consent(s) to any and all
delays, extensions, renewals or other modifications of this Note or
waivers of any term hereof or release or discharge by Bank of any
Obligors or release, substitution or exchange of any security for the
6
payment hereof or the failure to act on the part of Bank or any
indulgence shown by Bank from time to time and in one or more
instances, (without notice to or further assent from any of Obligors)
and agree(s) that no such action, failure to act or failure to exercise
any right or remedy on the part of Bank shall in any way affect or
impair the obligations of any Obligors or be construed as a waiver by
Bank of, or otherwise affect, any of Bank's rights under this Note,
under any endorsement or guaranty of this Note or under any document or
instrument evidencing any security for payment of this Note; and (iii)
(jointly and severally, if more than one) agree(s) to pay, on demand,
all costs and expenses of collection of this Note or of any endorsement
or any guaranty hereof and/or the enforcement of Bank's rights with
respect to, or the administration, of Bank's rights with respect to, or
the administration, supervision, preservation, protection of, or
realization upon, any property securing payment hereof (including any
costs and expenses incurred in any bankruptcy or other insolvency
proceedings of any Obligors), including reasonable attorney's fees
(whether or not such attorney is a regularly salaried employee of Bank,
any parent corporation or any subsidiary or affiliate thereof, whether
now existing or hereafter created), not to exceed 20% of all
liabilities hereunder, which shall be deemed reasonable.
2. This Note is delivered in and shall be construed under the laws of the
State of New Jersey and in any litigation in connection with, or
enforcement of this Note or of any endorsement or guaranty of this Note
or any security given for payment hereof. The term "Bank" as used in
this Note shall include Bank's successors, endorsers and assigns.
3. The occurrence of any one or more of the following events shall
constitute an Event of Default hereunder: (i) failure to pay any
principal, interest or any of the Obligations as and when due; (ii)
failure to pay or perform any Obligation of any of the Obligors to
Bank, whether by maturity or acceleration, set forth in this Note or in
any Loan Document; (iii) any change in ownership in any Obligor or the
death of any Obligor (if an individual); (iv) a proceeding being filed
or commenced against any Obligor for dissolution or liquidation; or any
of the Obligors voluntarily or involuntarily terminating or dissolving
or being terminated or dissolved; (v) insolvency of any Obligor, or any
Obligor fails to pay its debts as they become due in the ordinary
course of business; or a creditor's committee is appointed for the
business of any Obligor, or any Obligor makes an assignment for the
benefit of creditors, or a petition in bankruptcy or for reorganization
or to effect a plan of arrangement with creditors is filed by any
Obligor; or any Obligor applies for or permits the appointment of a
receiver or trustee for any or all or its property, assets or rights or
any such receiver or trustee shall have been appointed for any or all
of its property, assets or rights or any of the above actions or
proceedings whatsoever are commenced by or against any Obligor; (vi)
any attachments, liens or additional security interests being placed
upon any of the Collateral; (vii) acquisition at any time or from time
to time of title to the whole or any part of the Collateral by any
person, partnership, limited liability company or corporation other
than any of the Obligors; (viii) any final judgment, order or decree
rendered against any Obligor exceeding $250,000 and remaining
undischarged, unstayed or outstanding against any Obligor for a period
of one hundred eighty (180) days; (ix) any Reportable Event occurs or
if any Employee Benefit Plan is terminated or Bank reasonably believes
such plan may be terminated pursuant to and as defined in the Employee
Retirement Income Security Act of 1974, as amended; (x) Bank reasonably
deems itself insecure; the occurrence of a material adverse change in
the business, properties, prospects, operation or condition (financial
or otherwise) of any Obligor; or a material adverse occurrence; (xi)
any member of an Obligor that is a limited liability company resigns or
any such member's interest terminates.
4. If any Event of Default shall occur, then or any time thereafter, while
such Event of Default shall continue, for 30 days after notice thereof,
Bank may declare all Obligations to be due and pay-
7
able, without notice, protest, presentment, dishonor, or demand, all of
which are hereby expressly waived by Obligors. Failure of Bank to
declare all Obligations due and payable upon the occurrence of an Event
of Default shall not be deemed a waiver, and no rights of Bank
hereunder shall be deemed to have been waived by an act or knowledge of
Bank, its agents, officers or employees, unless such waiver is
contained in an instrument in writing signed by an officer of Bank and
directed to Borrower specifying such waiver. No waiver by Bank of any
of its rights shall operate as a waiver of any other of its rights or
any of its rights on a future occasion.
5. In the event any one of more of the provisions of this Note shall for
any reason be held to be invalid, illegal or unenforceable, in whole or
in part or in any respect or in the event that any one or more of the
provisions of this Note operate or would prospectively operate to
invalidate this Note, then and in either of those events, such
provision or provisions only shall be deemed null and void and shall
not effect any other provision of this Note and the remaining
provisions of this Note shall remain operative and in full force and
effect and shall in no way be affected, prejudiced or discharged
thereby.
