Amendment to Forward Sale Agreement, dated September 18, 2020, between New Jersey Resources Corporation and J.P. Morgan Securities LLC, dated December 4, 2019 and Additional Forward Sale Agreement between New Jersey Resources Corporation and J.P. Morgan Securities LLC, dated December 5, 2019
|Date:||September 18, 2020|
|To:||New Jersey Resources Corporation|
|1415 Wyckoff Road|
|Wall, New Jersey 07719|
|From:||JPMorgan Chase Bank, National Association|
|Re:||Amendment to Share Forward Transactions|
Ladies and Gentlemen:
This letter agreement (this “Amendment”) amends the terms and conditions of (i) the transaction (the “Base Transaction”) evidenced by the letter agreement between JPMorgan Chase Bank, National Association (“Dealer”) and New Jersey Resources Corporation (“Counterparty”), dated December 4, 2019 (the “Base Confirmation”) and (ii) the transaction (the “Additional Transaction” and, together with the Base Transaction, the “Transactions”) evidenced by the letter agreement between Dealer and Counterparty, dated December 5, 2019 (the “Additional Confirmation” and, together with the Base Confirmation, the “Confirmations”). Any capitalized term used but not defined herein shall have the meaning assigned thereto in the Confirmations.
1. Amendment. Each Confirmation is hereby amended by:
replacing the date “September 30, 2020” opposite the term “Maturity Date” with “September 10, 2021”, and
replacing Schedule I with the following:
FORWARD PRICE REDUCTION DATES AND AMOUNTS
|Forward Price Reduction Date||Forward Price Reduction Amount|
|Trade Date:||USD 0.00|
|December 18, 2019||USD 0.3125|
|March 16, 2020||USD 0.3125|
|June 15, 2020||USD 0.3125|
|September 21, 2020||USD 0.3325|
|December 15, 2020||USD 0.3325|
|March 16, 2021||USD 0.3325|
|June 15, 2021||USD 0.3325|
2. As of the date of this Amendment, Counterparty hereby repeats (i) the representations, warranties and agreements contained in the Confirmations under the headers “Representations and Agreements of Party B” and “Additional Representations, Warranties and Agreements of Party B” and (ii) the representation in Section 3(a)(iii) of the 2002 ISDA Master Agreement.
3. No Additional Amendments or Waivers. Except as amended hereby, all the terms of the Transactions and provisions in the Confirmations shall remain and continue in full force and effect and are hereby confirmed in all respects.
4. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.
5. Governing Law; Jurisdiction. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECT TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.
6. Waiver of Jury Trial. EACH OF COUNTERPARTY AND DEALER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY TRANSACTION OR THE ACTIONS OF DEALER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.
7. Communications with J.P. Morgan Securities LLC. If Counterparty interacts with any employee of J.P. Morgan Securities LLC with respect to this Amendment or the Transaction, Counterparty is hereby notified that such employee will act solely as an authorized representative of Dealer (and not as a representative of J.P. Morgan Securities LLC) in connection with the Transaction.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it to Dealer.
|Very truly yours,|
|JPMORGAN CHASE BANK, NATIONAL|
|By:||/s/ Ranga Kanthadai|
|Accepted and confirmed:|
|NEW JERSEY RESOURCES|
|By:||/s/ Roberto Bel|