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                                                                     Exhibit 4-2

                     $225,000,000 REVOLVING CREDIT FACILITY

                                CREDIT AGREEMENT

                                  BY AND AMONG

                         NEW JERSEY NATURAL GAS COMPANY

                                       AND

                             THE BANKS PARTY HERETO

                                       AND

                         PNC BANK, NATIONAL ASSOCIATION,
                             AS ADMINISTRATIVE AGENT

                                       AND

                           JPMORGAN CHASE BANK NA AND
                              FLEET NATIONAL BANK,
                              AS SYNDICATION AGENTS

                                       AND

                   BANK OF TOKYO-MITSUBISHI TRUST COMPANY AND
                          CITICORP NORTH AMERICA, INC.,
                             AS DOCUMENTATION AGENTS

                                       AND

                           PNC CAPITAL MARKETS, INC.,
                                AS LEAD ARRANGER

                          DATED AS OF DECEMBER 16, 2004

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                                TABLE OF CONTENTS

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1. CERTAIN DEFINITIONS................................................................................................     1
   1.1        Certain Definitions.....................................................................................     1
   1.2        Construction............................................................................................    22
              1.2.1. Number; Inclusion................................................................................    22
              1.2.2. Determination....................................................................................    22
              1.2.3. Agent's Discretion and Consent...................................................................    22
              1.2.4. Documents Taken as a Whole.......................................................................    22
              1.2.5. Headings.........................................................................................    22
              1.2.6. Implied References to this Agreement.............................................................    23
              1.2.7. Persons..........................................................................................    23
              1.2.8. Modifications to Documents.......................................................................    23
              1.2.9. From, To and Through.............................................................................    23
              1.2.10.Shall; Will......................................................................................    23
   1.3        Accounting Principles...................................................................................    23

2. REVOLVING CREDIT AND SWING LOAN FACILITIES.........................................................................    24
   2.1        Commitments.............................................................................................    24
              2.1.1. Revolving Credit Loans...........................................................................    24
              2.1.2. Swing Loan Commitment............................................................................    24
   2.2        Nature of Banks' Obligations with Respect to Revolving Credit Loans.....................................    24
   2.3        Certain Fees............................................................................................    25
   2.4        Revolving Credit Loan Requests..........................................................................    25
   2.5        Swing Loan Requests.....................................................................................    26
   2.6        Making Revolving Credit Loans and Swing Loans...........................................................    26
              2.6.1. Making Revolving Credit Loans....................................................................    26
              2.6.2. Making Swing Loans...............................................................................    27
   2.7        Swing Loan Note.........................................................................................    27
   2.8        Use of Proceeds.........................................................................................    27
   2.9        Letter of Credit Subfacility............................................................................    27
              2.9.1. Issuance of Letters of Credit....................................................................    27
              2.9.2. Letter of Credit Fees............................................................................    28
              2.9.3. Disbursements, Reimbursement.....................................................................    28
              2.9.4. Repayment of Participation Advances..............................................................    29
              2.9.5. Documentation....................................................................................    30
              2.9.6. Determinations to Honor Drawing Requests.........................................................    30
              2.9.7. Nature of Participation and Reimbursement Obligations............................................    30
              2.9.8. Indemnity........................................................................................    32
              2.9.9. Liability for Acts and Omissions.................................................................    32
   2.10       Borrowings to Repay Swing Loans.........................................................................    34
   2.11       Right to Increase Commitments...........................................................................    34
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                               TABLE OF CONTENTS

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3. INTENTIONALLY OMITTED..............................................................................................    35

4. INTEREST RATES.....................................................................................................    35
   4.1        Interest Rate Options...................................................................................    35
              4.1.1. Revolving Credit Interest Rate Options...........................................................    35
              4.1.2. Rate Quotations..................................................................................    35
              4.1.3. Change in Fees or Interest Rates.................................................................    36
   4.2        Interest Periods........................................................................................    36
              4.2.1. Amount of Borrowing Tranche......................................................................    36
              4.2.2. Renewals.........................................................................................    36
   4.3        Interest After Default..................................................................................    37
              4.3.1. Letter of Credit Fees, Interest Rate.............................................................    37
              4.3.2. Other Obligations........F.......................................................................    37
              4.3.3. Acknowledgment...................................................................................    37
   4.4        Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available..........................    37
              4.4.1. Unascertainable..................................................................................    37
              4.4.2. Illegality; Increased Costs; Deposits Not Available..............................................    38
              4.4.3. Agent's and Bank's Rights........................................................................    38
   4.5        Selection of Interest Rate Options......................................................................    39

5. PAYMENTS...........................................................................................................    39
   5.1        Payments................................................................................................    39
   5.2        Pro Rata Treatment of Banks.............................................................................    39
   5.3        Interest Payment Dates..................................................................................    40
   F5.4        Prepayments............................................................................................    40
              5.4.1. Voluntary Prepayments............................................................................    40
              5.4.2. Replacement of a Bank............................................................................    41
              5.4.3. Change of Lending Office.........................................................................    42
   5.5        Voluntary Commitment Reductions.........................................................................    42
   5.6        Additional Compensation in Certain Circumstances........................................................    42
              5.6.1. Increased Costs or Reduced Return Resulting From Taxes, Reserves,
                     Capital Adequacy Requirements, Expenses, Etc.....................................................    42
              5.6.2. Indemnity........................................................................................    43
   5.7        Interbank Market Presumption............................................................................    44
   5.8        Taxes...................................................................................................    44
              5.8.1. No Deductions....................................................................................    44
              5.8.2. Stamp Taxes......................................................................................    44
              5.8.3. Indemnification for Taxes Paid by a Bank.........................................................    45
              5.8.4. Certificate......................................................................................    45
              5.8.5. Survival.........................................................................................    45
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                               TABLE OF CONTENTS

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   5.9         Notes..................................................................................................    45
   5.10       Settlement Date Procedures..............................................................................    45

6. REPRESENTATIONS AND WARRANTIES.....................................................................................    46
   6.1        Representations and Warranties..........................................................................    46
              6.1.1. Organization and Qualification...................................................................    46
              6.1.2. Subsidiaries.....................................................................................    46
              6.1.3. Power and Authority..............................................................................    47
              6.1.4. Validity and Binding Effect......................................................................    47
              6.1.5. No Conflict......................................................................................    47
              6.1.6. Litigation.......................................................................................    47
              6.1.7. Title to Properties..............................................................................    48
              6.1.8. Financial Statements.............................................................................    48
              6.1.9. Use of Proceeds; Margin Stock; Section 20 Subsidiaries...........................................    48
              6.1.10.Full Disclosure..................................................................................    49
              6.1.11.Taxes............................................................................................    49
              6.1.12.Consents and Approvals...........................................................................    49
              6.1.13.No Event of Default; Compliance With Instruments.................................................    50
              6.1.14.Patents, Trademarks, Copyrights, Licenses, Etc...................................................    50
              6.1.15.Insurance........................................................................................    50
              6.1.16.Compliance With Laws.............................................................................    50
              6.1.17.Material Contracts; Burdensome Restrictions......................................................    51
              6.1.18.Investment Companies; Regulated Entities.........................................................    51
              6.1.19.Plans and Benefit Arrangements...................................................................    51
              6.1.20.Employment Matters...............................................................................    52
              6.1.21.Environmental Matters............................................................................    52
              6.1.22.Senior Debt Status...............................................................................    53
              6.1.23.Hedging Contract Policies........................................................................    53
              6.1.24.Permitted Related Business Opportunities.........................................................    53
              6.1.25.Anti-Terrorism Laws; Executive Order No. 13224...................................................    53
   6.2        Continuation of Representations.........................................................................    54

7. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT............................................................    54
   7.1        First Loans and Letters of Credit.......................................................................    54
              7.1.1. Officer's Certificate............................................................................    54
              7.1.2. Secretary's Certificate..........................................................................    54
              7.1.3. Opinion of Counsel...............................................................................    55
              7.1.4. Legal Details....................................................................................    55
              7.1.5. Payment of Fees..................................................................................    55
              7.1.6. Consents.........................................................................................    56
              7.1.7. Officer's Certificate Regarding MACs.............................................................    56
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                               TABLE OF CONTENTS

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              7.1.8. No Violation of Laws.............................................................................    56
              7.1.9. No Actions or Proceedings........................................................................    56
              7.1.10. Hedging Contract Policies.......................................................................    56
              7.1.11. Termination of Commitments and Repayment of Outstanding Indebtedness............................    56
   7.2        Each Additional Loan or Letter of Credit................................................................    56

8. COVENANTS..........................................................................................................    57
   8.1        Affirmative Covenants...................................................................................    57
              8.1.1. Preservation of Existence, Etc...................................................................    57
              8.1.2. Payment of Liabilities, Including Taxes, Etc.....................................................    57
              8.1.3. Maintenance of Insurance.........................................................................    58
              8.1.4. Maintenance of Properties and Leases.............................................................    58
              8.1.5. Maintenance of Patents, Trademarks, Etc..........................................................    58
              8.1.6. Visitation Rights................................................................................    58
              8.1.7. Keeping of Records and Books of Account..........................................................    59
              8.1.8. Plans and Benefit Arrangements...................................................................    59
              8.1.9. Compliance With Laws.............................................................................    59
              8.1.10. Use of Proceeds.................................................................................    59
              8.1.11. Hedging Contract Policies.......................................................................    60
   8.2        Negative Covenants......................................................................................    60
              8.2.1. Indebtedness.....................................................................................    60
              8.2.2. Liens............................................................................................    61
              8.2.3. Guaranties.......................................................................................    62
              8.2.4. Loans and Investments............................................................................    62
              8.2.5. Liquidations, Mergers, Consolidations, Acquisitions..............................................    63
              8.2.6. Dispositions of Assets or Subsidiaries...........................................................    64
              8.2.7. Affiliate Transactions...........................................................................    64
              8.2.8. Subsidiaries, Partnerships and Joint Ventures....................................................    65
              8.2.9. Continuation of or Change in Business............................................................    65
              8.2.10.Plans and Benefit Arrangements...................................................................    65
              8.2.11. Fiscal Year.....................................................................................    65
              8.2.12. Maximum Leverage Ratio..........................................................................    66
              8.2.13. Minimum Interest Coverage Ratio.................................................................    66
              8.2.14. No Limitation on Dividends and Distributions by Borrower or its Subsidiaries....................    66
              8.2.15. Payment of Dividends; Redemptions...............................................................    66
              8.2.16. No Modification of Hedging Contract Policies....................................................    66
              8.2.17. Off-Balance Sheet Financing.....................................................................    67
              8.2.18. Amendments to NJNG Note Agreement...............................................................    67
              8.2.19. No Violation of Anti-Terrorism Laws.............................................................    67
   8.3        Reporting Requirements..................................................................................    68
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              8.3.1. Quarterly Financial Statements...................................................................    68
              8.3.2. Annual Financial Statements......................................................................    68
              8.3.3. Certificate of the Borrower......................................................................    69
              8.3.4. Notice of Default................................................................................    69
              8.3.5. Notice of Litigation.............................................................................    69
              8.3.6. Notice of Change in Debt Rating..................................................................    70
              8.3.7. Sale of Assets...................................................................................    70
              8.3.8. Budgets, Forecasts, Other Reports and Information................................................    70
              8.3.9. Notices Regarding Plans and Benefit Arrangements.................................................    70

9. DEFAULT............................................................................................................    72
   9.1        Events of Default.......................................................................................    72
              9.1.1. Payments Under Loan Documents....................................................................    72
              9.1.2. Breach of Warranty...............................................................................    72
              9.1.3. Breach of Negative Covenants or Visitation Rights................................................    72
              9.1.4. Breach of Other Covenants........................................................................    72
              9.1.5. Defaults in Other Agreements or Indebtedness.....................................................    73
              9.1.6. Final Judgments or Orders........................................................................    73
              9.1.7. Loan Document Unenforceable......................................................................    73
              9.1.8. Uninsured Losses; Proceedings Against Assets.....................................................    74
              9.1.9. Notice of Lien or Assessment.....................................................................    74
              9.1.10. Insolvency......................................................................................    74
              9.1.11. Events Relating to Plans and Benefit Arrangements...............................................    74
              9.1.12. Cessation of Business...........................................................................    75
              9.1.13. Change of Control...............................................................................    75
              9.1.14. Involuntary Proceedings.........................................................................    75
              9.1.15. Voluntary Proceedings...........................................................................    75
   9.2        Consequences of Event of Default........................................................................    76
              9.2.1. Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings................    76
              9.2.2. Bankruptcy, Insolvency or Reorganization Proceedings.............................................    76
              9.2.3. Set-off..........................................................................................    77
              9.2.4. Suits, Actions, Proceedings......................................................................    77
              9.2.5. Application of Proceeds; Collateral Sharing......................................................    77
              9.2.6. Other Rights and Remedies........................................................................    78

10. THE AGENT.........................................................................................................    78
    10.1      Appointment.............................................................................................    78
    10.2      Delegation of Duties....................................................................................    79
    10.3      Nature of Duties; Independent Credit Investigation......................................................    79
    10.4      Actions in Discretion of Agent; Instructions From the Banks.............................................    80
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    10.5  Reimbursement and Indemnification of Agent by the Borrower..................................................    80
    10.6  Exculpatory Provisions; Limitation of Liability.............................................................    81
    10.7  Reimbursement and Indemnification of Agent by Banks.........................................................    81
    10.8  Reliance by Agent...........................................................................................    82
    10.9  Notice of Default...........................................................................................    82
    10.10 Notices.....................................................................................................    82
    10.11 Banks in Their Individual Capacities; Agents in Its Individual Capacity.....................................    83
    10.12 Holders of Notes............................................................................................    83
    10.13 Equalization of Banks.......................................................................................    83
    10.14 Successor Agent.............................................................................................    84
    10.15 Agent's Fee.................................................................................................    84
    10.16 Availability of Funds.......................................................................................    84
    10.17 Calculations................................................................................................    85
    10.18 Beneficiaries...............................................................................................    85
    10.19 No Reliance on Agent's Customer Identification Program......................................................    85

11. MISCELLANEOUS.....................................................................................................    86
    11.1  Modifications, Amendments or Waivers........................................................................    86
          11.1.1. Increase of Revolving Credit Commitments; Extension of Expiration Date..............................    86
          11.1.2. Release of Collateral or Guarantor..................................................................    86
          11.1.3. Miscellaneous.......................................................................................    87
    11.2  No Implied Waivers; Cumulative Remedies; Writing Required...................................................    87
    11.3  Reimbursement and Indemnification of Banks by the Borrower; Taxes...........................................    87
    11.4  Holidays....................................................................................................    88
    11.5  Funding by Branch, Subsidiary or Affiliate..................................................................    89
          11.5.1. Notional Funding....................................................................................    89
          11.5.2. Actual Funding......................................................................................    89
    11.6  Notices; Lending Offices....................................................................................    89
    11.7  Severability................................................................................................    90
    11.8  Governing Law...............................................................................................    90
    11.9  Prior Understanding.........................................................................................    91
    11.10 Duration; Survival..........................................................................................    91
    11.11 Successors and Assigns; Joinder of a Bank...................................................................    91
    11.12 Confidentiality.............................................................................................    93
          11.12.1. General............................................................................................    93
          11.12.2. Sharing Information With Affiliates of the Banks...................................................    93
    11.13 Counterparts................................................................................................    93
    11.14 Agent's or Bank's Consent...................................................................................    94
    11.15 Exceptions..................................................................................................    94
    11.16 WAIVER OF JURY TRIAL........................................................................................    94
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   11.17 JURISDICTION & VENUE.........................................................................................    94
   11.18 Certifications From Banks and Participants...................................................................    95
         11.18.1. Tax Withholding.....................................................................................    95
         11.18.2. USA Patriot Act.....................................................................................    96
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                         LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

SCHEDULE 1.1(A)            -        PRICING GRID

SCHEDULE 1.1(B)            -        COMMITMENTS OF BANKS AND ADDRESSES FOR
                                    NOTICES

SCHEDULE 1.1(P)            -        PERMITTED LIENS

SCHEDULE 2.9.1             -        EXISTING LETTERS OF CREDIT

SCHEDULE 6.1.2             -        SUBSIDIARIES

SCHEDULE 6.1.12            -        CONSENTS AND APPROVALS

SCHEDULE 6.1.23            -        HEDGING CONTRACT POLICIES

SCHEDULE 6.1.24                     PERMITTED BUSINESS OPPORTUNITIES

SCHEDULE 8.2.1             -        EXISTING INDEBTEDNESS

EXHIBITS

EXHIBIT 1.1(A)             -        ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT 1.1(B)             -        BANK JOINDER

EXHIBIT 1.1(R)             -        REVOLVING CREDIT NOTE

EXHIBIT 1.1(S)             -        SWING LOAN NOTE

EXHIBIT 2.4                -        LOAN REQUEST

EXHIBIT 2.5                -        SWING LOAN REQUEST

EXHIBIT 5.5                -        COMMITMENT REDUCTION NOTICE

EXHIBIT 7.1.3(A)           -        OPINION OF COUNSEL

EXHIBIT 7.1.3(B)           -        OPINION OF IN-HOUSE COUNSEL

EXHIBIT 8.2.5              -        ACQUISITION COMPLIANCE CERTIFICATE

EXHIBIT 8.3.3              -        COMPLIANCE CERTIFICATE

                                    - viii -
<PAGE>

                                CREDIT AGREEMENT

      THIS CREDIT AGREEMENT is dated as of December 16, 2004 and is made by and
among NEW JERSEY NATURAL GAS COMPANY, a New Jersey corporation (the "Borrower"),
the BANKS (as hereinafter defined), JPMORGAN CHASE BANK NA and FLEET NATIONAL
BANK, each in its capacity as a syndication agent, BANK OF TOKYO-MITSUBISHI
TRUST COMPANY and CITICORP NORTH AMERICA, INC., each in its capacity as a
documentation agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as
administrative agent for the Banks under this Agreement (hereinafter referred to
in such capacity as the "Agent").

                                   WITNESSETH:

      WHEREAS, the Borrower has requested the Banks to provide a revolving
credit facility to the Borrower in an aggregate principal amount not to exceed
$225,000,000; and

      WHEREAS, the revolving credit facility shall be used for refinancing
existing indebtedness and general corporate purposes of the Borrower; and

      WHEREAS, the Banks are willing to provide such credit upon the terms and
conditions hereinafter set forth;

      NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:

                             1. CERTAIN DEFINITIONS

            1.1   Certain Definitions.

            In addition to words and terms defined elsewhere in this Agreement,
the following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:

                  Acquired Person shall mean a Person or business acquired by
the Borrower or any Subsidiary of the Borrower in a transaction which is a
Permitted Acquisition.

                  Acquisition Compliance Certificate shall have the meaning
assigned to that term in Section 8.2.5.

                  Additional Bank shall have the meaning assigned to that term
in Section 11.11(iv).

<PAGE>

                  Affiliate as to any Person shall mean any other Person (i)
which directly or indirectly controls, is controlled by, or is under common
control with such Person, (ii) which beneficially owns or holds 10% or more of
any class of the voting or other equity interests of such Person, or (iii) 10%
or more of any class of voting interests or other equity interests of which is
beneficially owned or held, directly or indirectly, by such Person. Control, as
used in this definition, shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise, including the power to elect a majority of the directors or trustees
of a corporation or trust, as the case may be.

                  Agent shall mean PNC Bank, National Association, and its
successors and assigns.

                  Agent's Fee shall have the meaning assigned to that term in
Section 10.15.

                  Agent's Letter shall have the meaning assigned to that term in
Section 10.15.

                  Agreement shall mean this Credit Agreement, as the same may be
supplemented or amended from time to time, including all schedules and exhibits.

                  Anti-Terrorism Laws shall mean any Laws relating to terrorism
or money laundering, including Executive Order No. 13224, the USA Patriot Act,
the Laws comprising or implementing the Bank Secrecy Act, and the Laws
administered by the United States Treasury Department's Office of Foreign Asset
Control (as any of the foregoing Laws may from time to time be amended, renewed,
extended, or replaced).

                  Applicable Facility Fee Rate shall mean the percentage rate
per annum at the indicated level of Debt Rating in the pricing grid on Schedule
1.1(A) below the heading "Facility Fee." The Applicable Facility Fee Rate shall
be computed in accordance with the parameters set forth on Schedule 1.1(A).

                  Applicable Letter of Credit Fee Rate shall mean the percentage
rate per annum at the indicated level of Debt Rating in the pricing grid on
Schedule 1.1(A) below the heading "Letter of Credit Fee." The Applicable Letter
of Credit Fee Rate shall be computed in accordance with the parameters set forth
on Schedule 1.1(A).

                  Applicable Margin shall mean, as applicable:

                  (A)   the percentage spread to be added to Base Rate under the
Base Rate Option at the indicated level of Debt Rating in the pricing grid on
Schedule 1.1(A) below the heading "Base Rate Spread," or

                  (B) the percentage spread to be added to Euro-Rate under the
Euro-Rate Option at the indicated level of Debt Rating in the pricing grid on
Schedule 1.1(A) below the heading "Euro-Rate Spread."

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                  The Applicable Margin shall be computed in accordance with the
parameters set forth on Schedule 1.1(A).

                  Approved Fund shall mean, with respect to any Bank, any Person
(other than a natural person) that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course
of its business and that is administered by such Bank, an Affiliate of such Bank
or an entity or an Affiliate of an entity that administers or manages such Bank.

                  Assignment and Assumption Agreement shall mean an Assignment
and Assumption Agreement by and among a Purchasing Bank, a Transferor Bank and
the Agent, as Agent and on behalf of the remaining Banks, substantially in the
form of Exhibit 1.1(A).

                  Authorized Officer shall mean those individuals, designated by
written notice to the Agent from the Borrower, authorized to execute notices,
reports and other documents on behalf of the Borrower required hereunder. The
Borrower may amend such list of individuals from time to time by giving written
notice of such amendment to the Agent.

                  Bank Joinder shall mean a Bank Joinder substantially in the
form of Exhibit 1.1(B).

                  Bank Provided Interest Rate Hedge shall mean an Interest Rate
Hedge which is provided by any Bank and that meets the following requirements:
such Interest Rate Hedge (i) is documented in a standard International Swap
Dealer Association Agreement, (ii) provides for the method of calculating the
reimbursable amount of the provider's credit exposure in a reasonable and
customary manner, and (iii) is entered into for hedging (rather than
speculative) purposes. The liabilities of the Borrower to the provider of any
Bank-Provided Interest Rate Hedge shall be "Obligations" hereunder and otherwise
treated as Obligations for the purposes of each of the other Loan Documents.

                  Banks shall mean the financial institutions named on Schedule
1.1(B) and their respective successors and assigns as permitted hereunder, each
of which is referred to herein as a Bank.

                  Base Rate shall mean the greater of (i) the interest rate per
annum announced from time to time by the Agent at its Principal Office as its
then prime rate, which rate may not be the lowest rate then being charged
commercial borrowers by the Agent, or (ii) the Federal Funds Open Rate plus 1/2%
per annum.

                  Base Rate Option shall mean the option of the Borrower to have
Revolving Credit Loans bear interest at the rate and under the terms and
conditions set forth in Section 4.1.1(i).

                  Benefit Arrangement shall mean at any time an "employee
benefit plan," within the meaning of Section 3(3) of ERISA, which is neither a
Plan nor a Multiemployer Plan

                                       3
<PAGE>

and which is maintained, sponsored or otherwise contributed to by any member of
the ERISA Group.

                  Blocked Person shall have the meaning assigned to such term in

Subsection 6.1.25.

                  Borrower shall mean New Jersey Natural Gas Company, a
corporation organized and existing under the laws of the State of New Jersey.

                  Borrowing Date shall mean, with respect to any Loan, the date
for the making thereof or the renewal or conversion thereof at or to the same or
a different Interest Rate Option, which shall be a Business Day.

                  Borrowing Tranche shall mean specified portions of Loans
outstanding as follows: (i) any Loans to which a Euro-Rate Option applies which
become subject to the same Interest Rate Option under the same Loan Request by
the Borrower and which have the same Interest Period shall constitute one
Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall
constitute one Borrowing Tranche.

                  Business Day shall mean any day other than a Saturday or
Sunday or a legal holiday on which commercial banks are authorized or required
to be closed for business in Pittsburgh, Pennsylvania and if the applicable
Business Day relates to any Loan to which the Euro-Rate Option applies, such day
must also be a day on which dealings are carried on in the London interbank
market.

                  Closing Date shall mean the Business Day on which the first
Loan shall be made, which shall be December 16, 2004. The closing shall take
place on the Closing Date at such time and place as the parties agree.

                  Commercial Letter of Credit shall mean any letter of credit
which is issued in respect of the purchase of goods or services by the Borrower
in the ordinary course of its business.

                  Commitment shall mean as to any Bank its Revolving Credit
Commitment and, in the case of the Agent, its Swing Loan Commitment, and
Commitments shall mean the aggregate of the Revolving Credit Commitments and
Swing Loan Commitment of all of the Banks.

                  Compliance Certificate shall have the meaning assigned to such
term in Section 8.3.3.

                  Consideration shall mean with respect to any Permitted
Acquisition, the aggregate of (i) the cash paid by the Borrower,
directly or indirectly, to the seller in connection therewith, (ii) the
Indebtedness incurred or assumed by the Borrower, whether in favor of the seller
or otherwise and whether fixed or contingent, (iii) any Guaranty given or
incurred by the

                                       4
<PAGE>

Borrower in connection therewith, and (iv) any other consideration given or
obligation incurred by the Borrower in connection therewith.

                  Consolidated Income from Operations for any period of
determination shall mean (i) the sum of net income (provided that there shall be
excluded from net income: (a) any extraordinary items of gain or loss
(including, without limitation, those items created by mandated changes in
accounting treatment), and (b) any gain or loss of any Person accounted for on
the equity method except to the extent of cash distributions received by the
Borrower or any Subsidiary of the Borrower during the period of determination
with respect to any gain of any Person accounted for on the equity method),
depreciation, amortization, other non-cash charges to net income, interest
expense and income tax expense minus (ii) non-cash credits to net income, in
each case of the Borrower and its Subsidiaries for such period determined and
consolidated in accordance with GAAP.

                  Consolidated Interest Expense for any period of determination
shall mean interest expense for such period of the
Borrower and its Subsidiaries determined on a consolidated basis in accordance
with GAAP.

                  Consolidated Shareholders' Equity shall mean as of any date of
determination the sum of the amounts under the headings "Common Shareholders'
Equity" and "Preferred Shareholders' Equity" on the balance sheet, prepared in
accordance with GAAP, for the Borrower and its Subsidiaries on a consolidated
basis as of such date of determination.

                  Consolidated Total Capitalization shall mean as of any date of
determination the sum of (i) Consolidated Total Indebtedness, plus (ii)
Consolidated Shareholders' Equity.

                  Consolidated Total Indebtedness shall mean as of any date of
determination total Indebtedness, without duplication, of the Borrower and its
Subsidiaries.

                  Contamination shall mean the presence or release or threat of
release of Regulated Substances in, on, under or emanating to or from the
Property, which pursuant to Environmental Laws requires notification or
reporting to an Official Body, or which pursuant to Environmental Laws requires
the performance of a Remedial Action or which otherwise constitutes a violation
of Environmental Laws.

                  Debt Rating shall mean the rating of the Borrower's senior
secured long-term debt by each of Standard & Poor's and Moody's.

                  Dollar, Dollars, U.S. Dollars and the symbol $ shall mean
lawful money of the United States of America.

                  Drawing Date shall have the meaning assigned to that term in
Section 2.9.3.2.

                                       5
<PAGE>

                  Environmental Complaint shall mean any (i) notice of
non-compliance or violation, citation or order relating in any way to any
Environmental Law, Environmental Permit, Contamination or Regulated Substance;
(ii) civil, criminal, administrative or regulatory investigation instituted by
an Official Body relating in any way to any Environmental Law, Environmental
Permit, Contamination or Regulated Substance; (iii) administrative, regulatory
or judicial action, suit, claim or proceeding instituted by any Person or
Official Body or any other written notice of liability or potential liability
from any Person or Official Body, in either instance, relating to or setting
forth allegations or a cause of action for personal injury (including but not
limited to death), property damage, natural resource damage, contribution or
indemnity for the costs associated with the performance of Remedial Actions,
direct recovery for the costs associated with the performance of Remedial
Actions, liens or encumbrances attached to or recorded or levied against
property for the costs associated with the performance of Remedial Actions,
civil or administrative penalties, criminal fines or penalties or declaratory or
equitable relief arising under any Environmental Laws; or (iv) subpoena, request
for information or other written notice or demand of any type issued by an
Official Body pursuant to any Environmental Laws.

                  Environmental Laws shall mean all federal, state, local and
foreign Laws (including, but not limited to, the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Sections 9601 et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. Section  6901 et seq., the
Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq., the
Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Federal Water
Pollution Control Act, 33 U.S.C. Sections 1251 et seq., the Federal Safe
Drinking Water Act, 42 U.S.C. Sections 300f-300j, the Federal Air Pollution
Control Act, 42 U.S.C. Section 7401 et seq., the Oil Pollution Act, 33 U.S.C.
Section 2701 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7
U.S.C. Sections 136 to 136y, the Occupational Safety and Health Act, 29 U.S.C.
Section 651 et seq., each as amended, and any regulations promulgated or any
equivalent state or local Law, and any amendments thereto) and any consent
decrees, consent orders, consent agreements, settlement agreements, judgments,
orders, directives, policies or programs issued by or entered into with an
Official Body pertaining or relating to: (i) pollution or pollution control;
(ii) protection of human health from exposure to Regulated Substances; (iii)
protection of the environment and/or natural resources; (iv) protection of
employee safety in the workplace and protection of employees from exposure to
Regulated Substances in the workplace (but excluding workers compensation and
wage and hour Laws); (v) the presence, use, management, generation, manufacture,
processing, extraction, treatment, recycling, refining, reclamation, labeling,
sale, transport, storage, collection, distribution, disposal or release or
threat of release of Regulated Substances; (vi) the presence of Contamination;
(vii) the protection of endangered or threatened species; and (viii) the
protection of Environmentally Sensitive Areas.

                  Environmental Permits shall mean all permits, licenses, bonds
or other forms of financial assurances, consents, registrations, identification
numbers, approvals or authorizations required under Environmental Laws (i) to
own, occupy or maintain the Property; (ii) for the operations and business
activities of the Borrower and any of its Subsidiaries; or (iii) for the
performance of a Remedial Action.

                                       6
<PAGE>

                  Environmental Records shall mean all notices, reports,
records, plans, applications, forms or other filings relating or pertaining to
the Property, Contamination, the performance of a Remedial Action and the
operations and business activities of the Borrower and any of its Subsidiaries
which pursuant to Environmental Laws, Environmental Permits or at the request or
direction of an Official Body either must be submitted to an Official Body or
which otherwise must be maintained.

                  Environmentally Sensitive Area shall mean (i) any wetland as
defined by applicable Environmental Laws; (ii) any area designated as a coastal
zone pursuant to applicable Laws, including Environmental Laws; (iii) any area
of historic or archeological significance or scenic area as defined or
designated by applicable Laws, including Environmental Laws; (iv) habitats of
endangered species or threatened species as designated by applicable Laws,
including Environmental Laws; or (v) a floodplain or other flood hazard area as
defined pursuant to any applicable Laws.

                  ERISA shall mean the Employee Retirement Income Security Act
of 1974, as the same may be amended or supplemented from time to time, and any
successor statute of similar import, and the rules and regulations thereunder,
as from time to time in effect.

                  ERISA Group shall mean, at any time, the Borrower and all
members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control and all other entities which,
together with the Borrower, are treated as a single employer under Section 414
of the Internal Revenue Code.

                  Euro-Rate shall mean, with respect to the Loans comprising any
Borrowing Tranche to which the Euro-Rate Option applies for any Interest Period,
the interest rate per annum determined by the Agent by dividing (the resulting
quotient rounded upwards, if necessary to the nearest 1/100th of 1% per annum)
(i) the rate of interest determined by the Agent in accordance with its usual
procedures (which determination shall be conclusive, absent manifest error) to
be the average of the London interbank offered rates for U.S. Dollars quoted by
the British Bankers' Association as set forth on Moneyline Telerate (or
appropriate successor or, if the British Bankers' Association or its successor
ceases to provide such quotes, a comparable replacement determined by the Agent)
display page 3750 (or such other display page on the Moneyline Telerate service
as may replace display page 3750), two (2) Business Days prior to the first day
of such Interest Period for an amount comparable to such Borrowing Tranche and
having a Borrowing Date and a maturity comparable to such Interest Period by
(ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. The
Euro-Rate may also be expressed by the following formula:

                                       7
<PAGE>

                    Average of London interbank offered rates quoted
                    by BBA or appropriate successor as shown on
       Euro-Rate  = Moneyline Telerate Service display page 3750
                    ------------------------------------------------
                    1.00 - Euro-Rate Reserve Percentage

                  The Euro-Rate shall be adjusted with respect to any Loan to
which the Euro-Rate Option applies that is outstanding on the effective date of
any change in the Euro-Rate Reserve Percentage as of such effective date. The
Agent shall give prompt notice to the Borrower of the Euro-Rate as determined or
adjusted in accordance herewith, which determination shall be conclusive absent
manifest error.

                  Euro-Rate Option shall mean the option of the Borrower to have
Revolving Credit Loans bear interest at the rate and under the terms and
conditions set forth in Section 4.1.1(ii).

                  Euro-Rate Reserve Percentage shall mean as of any day the
maximum percentage in effect on such day as prescribed by the Board of Governors
of the Federal Reserve System (or any successor) for determining the reserve
requirements (including supplemental, marginal and emergency reserve
requirements) with respect to eurocurrency funding (currently referred to as
"Eurocurrency Liabilities").

                  Event of Default shall mean any of the events described in
Section 9.1 and referred to therein as an "Event of Default."

                  Executive Order No. 13224 shall mean the Executive Order No.
13224 on Terrorist Financing, effective September 24, 2001, as the same has
been, or shall hereafter be, renewed, extended, amended or replaced.

                  Existing Credit Facility shall mean that certain Credit
Agreement among the Borrower, the banks party thereto, Bank of Tokyo-Mitsubishi
Trust Company and JPMorgan Chase Bank NA, previously known as JPMorgan Chase
Bank, each in its capacity as a syndication agent, Fleet National Bank and
SunTrust Bank, each in its capacity as a documentation agent, and PNC Bank,
National Association, in its capacity as administrative agent for the Banks,
dated December 23, 2002 (as amended by that certain First Amendment, dated
August 13, 2003, that certain Second Amendment and Consent, dated December 19,
2003, that certain Third Amendment, dated July 12, 2004, and that certain Fourth
Amendment, dated August 31, 2004).

                  Existing Letters of Credit shall have the meaning assigned to
that term in Section 2.9.1.

                  Expiration Date shall mean, with respect to the Revolving
Credit Commitments, December 16, 2009.

                  Facility Fees collectively and Facility Fee separately shall
have the meaning given to such terms in Section 2.3.1.

                                       8
<PAGE>

                  Facility Usage Fees collectively and Facility Usage Fee
separately shall have the meaning given to such terms in Section 2.3.2.

                  Federal Funds Open Rate for any day shall mean the rate per
annum (based on a year of 360 days and actual days elapsed) determined by the
Agent in accordance with its usual procedures (which determination shall be
conclusive absent manifest error) to be the "Open" rate for federal funds
transactions as of the opening of business for federal funds transactions among
members of the Federal Reserve System arranged by federal funds brokers on such
day, as quoted by Garvin Guybutler, any successor entity thereto, or any other
broker selected by the Agent, as set forth on the applicable Telerate display
page; provided, however, that if such day is not a Business Day, the Federal
Funds Open Rate for such day shall be the "Open" rate on the immediately
preceding Business Day, or if no such rate shall be quoted by a federal funds
broker at such time, such other rate as determined by the Agent in accordance
with its usual procedures.

                  GAAP shall mean generally accepted accounting principles as
are in effect in the United States from time to time, subject to the provisions
of Section 1.3, and applied on a consistent basis both as to classification of
items and amounts.

                  Governmental Acts shall have the meaning assigned to that term
in Section 2.9.8.

                  Guaranty of any Person shall mean any obligation of such
Person guaranteeing or in effect guaranteeing any liability or obligation of any
other Person in any manner, whether directly or indirectly, including any
agreement to indemnify or hold harmless any other Person, any performance bond
or other suretyship arrangement and any other form of assurance against loss,
except endorsement of negotiable or other instruments for deposit or collection
in the ordinary course of business.

                  Hedging Contract Policies shall mean the written internal
policies and procedures with respect to hedging or trading of gas contracts or
other commodity, hedging contracts of any kind, or any derivatives or other
similar financial instruments of the Parent and its Subsidiaries, as in effect
on the date of this Agreement and as hereafter amended in accordance with
Section 8.2.16, a copy of which has been delivered to the Agent and each Bank.

                  Hedging Transaction shall mean any transaction entered into by
the Borrower or any of its Subsidiaries in accordance with the Hedging Contract
Policies.

                  Historical Statements shall have the meaning assigned to that
term in Section 6.1.8(i).

                  Hybrid Security shall mean any of the following: (i)
beneficial interests issued by a trust which constitutes a Subsidiary of the
Borrower, substantially all of the assets of which trust are unsecured
Indebtedness of the Borrower or any Subsidiary of the Borrower or proceeds
thereof, and all payments of which Indebtedness are required to be, and are,
distributed

                                       9
<PAGE>

to the holders of beneficial interests in such trust promptly after receipt by
such trust, or (ii) any shares of capital stock or other equity interest that,
other than solely at the option of the issuer thereof, by their terms (or by the
terms of any security into which they are convertible or exchangeable) are, or
upon the happening of an event or the passage of time would be, required to be
redeemed or repurchased, in whole or in part, or have, or upon the happening of
an event or the passage of time would have, a redemption or similar payment.

                  Inactive Subsidiary shall mean, at any time, any Subsidiary of
any Person, which Subsidiary (i) does not conduct any business or have
operations, and (ii) does not have total assets with a net book value, as of any
date of determination, in excess of $100,000.

                  Indebtedness shall mean, as to any Person at any time, any and
all indebtedness, obligations or liabilities (whether matured or unmatured,
liquidated or unliquidated, direct or indirect, absolute or contingent, or joint
or several) of such Person for or in respect of: (i) borrowed money, (ii)
amounts raised under or liabilities in respect of any note purchase or
acceptance credit facility, (iii) reimbursement obligations (contingent or
otherwise) under any letter of credit, currency swap agreement, interest rate
swap, cap, collar or floor agreement or other interest rate or currency exchange
rate management device, (iv) any other transaction (including forward sale or
purchase agreements, capitalized leases and conditional sales agreements) having
the commercial effect of a borrowing of money entered into by such Person to
finance its operations or capital requirements (but not including trade payables
and accrued expenses incurred in the ordinary course of business which are not
represented by a promissory note or other evidence of indebtedness and which are
not more than thirty (30) days past due), (v) any Hedging Transaction, to the
extent that any indebtedness, obligations or liabilities of such Person in
respect thereof constitutes "indebtedness" as determined in accordance with
GAAP, (vi) any Guaranty of any Hedging Transaction described in the immediately
preceding clause (v), (vii) any Guaranty of Indebtedness for borrowed money,
(viii) any Hybrid Security described in clause (i) of the definition of Hybrid
Security, or (ix) the mandatory repayment obligation of the issuer of any Hybrid
Security described in clause (ii) of the definition of Hybrid Security.

                  Ineligible Security shall mean any security which may not be
underwritten or dealt in by member banks of the Federal Reserve System under
Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as
amended.

                  Insolvency Proceeding shall mean, with respect to any Person,
(a) a case, action or proceeding with respect to such Person (i) before any
court or any other Official Body under any bankruptcy, insolvency,
reorganization or other similar Law now or hereafter in effect, or (ii) for the
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or similar official) of such Person or otherwise
relating to the liquidation, dissolution, winding-up or relief of such Person,
or (b) any general assignment for the benefit of creditors, composition,
marshaling of assets for creditors, or other, similar arrangement in respect of
such Person's creditors generally or any substantial portion of its creditors;
undertaken under any Law.

                                       10
<PAGE>

                  Interest Period shall mean the period of time selected by the
Borrower in connection with (and to apply to) any election permitted hereunder
by the Borrower to have Revolving Credit Loans bear interest under the Euro-Rate
Option. Subject to the last sentence of this definition, such period shall be
one, two, three or six Months, and solely with approval of the Agent a shorter
period. Such Interest Period shall commence on the effective date of such
Interest Rate Option, which shall be (i) the Borrowing Date if the Borrower is
requesting new Loans, or (ii) the date of renewal of or conversion to the
Euro-Rate Option if the Borrower is renewing or converting to the Euro-Rate
Option applicable to outstanding Loans. Notwithstanding the second sentence
hereof: (A) any Interest Period which would otherwise end on a date which is not
a Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, and (B) the Borrower shall
not select, convert to or renew an Interest Period for any portion of the Loans
that would end after the Expiration Date.

                  IRH Provider shall have the meaning assigned to such term in
Section 9.2.5.2 [Collateral Sharing].

                  Interest Rate Hedge shall mean an interest rate exchange,
collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar
agreements entered into by the Borrower or its Subsidiaries in order to provide
protection to, or minimize the impact upon, the Borrower and/or its Subsidiaries
of increasing floating rates of interest applicable to Indebtedness.

                  Interest Rate Option shall mean any Euro-Rate Option or Base
Rate Option.

                  Internal Revenue Code shall mean the Internal Revenue Code of
1986, as the same may be amended or supplemented from time to time, and any
successor statute of similar import, and the rules and regulations thereunder,
as from time to time in effect.

                  Investment shall have the meaning assigned to that term in
Section 8.2.4.

                  Labor Contracts shall mean all employment agreements,
employment contracts, collective bargaining agreements and other agreements
among the Borrower or any Subsidiary of the Borrower and its employees.

                  Law shall mean any law (including common law), constitution,
statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order,
injunction, writ, decree, bond, judgment, authorization or approval, lien or
award of or settlement agreement with any Official Body.

                  Letter of Credit shall have the meaning assigned to that term
in Section 2.9.1.

                  Letter of Credit Borrowing shall have the meaning assigned to
such term in Section 2.9.3.4.

                                       11
<PAGE>

            Letter of Credit Fee shall have the meaning assigned to that term in
Section 2.9.2.

            Letters of Credit Outstanding shall mean at any time the sum of (i)
the aggregate undrawn face amount of outstanding Letters of Credit and (ii) the
aggregate amount of all unpaid and outstanding Reimbursement Obligations and
Letter of Credit Borrowings.

            Lien shall mean any mortgage, deed of trust, pledge, lien, security
interest, charge or other encumbrance or security arrangement of any nature
whatsoever, whether voluntarily or involuntarily given, including any
conditional sale or title retention arrangement, and any assignment, deposit
arrangement or lease intended as, or having the effect of, security and any
filed financing statement or other notice of any of the foregoing (whether or
not a lien or other encumbrance is created or exists at the time of the filing).

            LLC Interests shall have the meaning given to such term in Section
6.1.2.

            Loan Documents shall mean this Agreement, the Agent's Letter, the
Notes (if any), and any other instruments, certificates or documents delivered
or contemplated to be delivered hereunder or thereunder or in connection
herewith or therewith, as the same may be supplemented or amended from time to
time in accordance herewith or therewith, and Loan Document shall mean any of
the Loan Documents.

            Loan Request shall mean a request for a Revolving Credit Loan or a
request to select, convert to or renew a Base Rate Option or Euro-Rate Option
with respect to an outstanding Revolving Credit Loan in accordance with Sections
2.4, 2.5, 4.1 and 4.2.

            Loans shall mean collectively and Loan shall mean separately all
Revolving Credit Loans and Swing Loans or any Revolving Credit Loan or Swing
Loan.

            Material Adverse Change shall mean any set of circumstances or
events which (a) has or could reasonably be expected to have any material
adverse effect whatsoever upon the validity or enforceability of this Agreement
or any other Loan Document, (b) is or could reasonably be expected to be
material and adverse to the business, properties, assets, financial condition,
results of operations or prospects of the Borrower, (c) impairs materially or
could reasonably be expected to impair materially the ability of the Borrower to
duly and punctually pay the Indebtedness or otherwise perform the obligations in
accordance with the Loan Documents, or (d) impairs materially or could
reasonably be expected to impair materially the ability of the Agent or any of
the Banks, to the extent permitted, to enforce their legal remedies pursuant to
this Agreement or any other Loan Document.

            Month, with respect to an Interest Period under the Euro-Rate
Option, shall mean the interval between the days in consecutive calendar months
numerically corresponding to the first day of such Interest Period. If any
Euro-Rate Interest Period begins on a day of a calendar month for which there is
no numerically corresponding day in the month in

                                       12
<PAGE>

which such Interest Period is to end, the final month of such Interest Period
shall be deemed to end on the last Business Day of such final month.

            Moody's shall mean Moody's Investors Service, Inc. and its
successors.

            Mortgage Indenture shall mean that certain Indenture of Mortgage and
Deed of Trust dated April 1, 1952 from the Borrower to BNY Midwest Trust
Company, as successor to Harris Trust and Savings Bank, Trustee, as heretofore
and hereafter amended, modified and supplemented.

            Multiemployer Plan shall mean any employee benefit plan which is a
"multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and to
which the Borrower or any member of the ERISA Group is then making or accruing
an obligation to make contributions or, within the preceding five Plan years,
has made or had an obligation to make such contributions.

            Multiple Employer Plan shall mean a Plan which has two or more
contributing sponsors (including the Borrower or any member of the ERISA Group)
at least two of whom are not under common control, as such a plan is described
in Sections 4063 and 4064 of ERISA.

            Net Cash Proceeds shall mean, with respect to any issuance of debt
or a Hybrid Security, an amount equal to the cash proceeds received by the
Borrower or any of its Subsidiaries from or in respect of such transaction
(including, when received: (i) any cash proceeds received as income or other
deferred cash proceeds, or (ii) cash proceeds of any non-cash proceeds of such
transaction), less all investment banking fees, discounts and commissions, legal
fees, consulting fees, accountants' fees, underwriting discounts and commissions
and other customary and reasonable fees and expenses actually incurred in
connection therewith.

            NJNG Note Agreement shall mean the Note Agreement, dated March 15,
2004, as the same may be supplemented, amended, or modified from time to time as
permitted by Section 8.2.18 [Amendments to NJNG Note Agreement] hereof.

            NJNG Notes shall mean the unsecured Indebtedness issued by the
Borrower pursuant to the NJNG Note Agreement.

            Notes shall mean the Revolving Credit Notes and Swing Loan Note, if
any.

            Notices shall have the meaning assigned to that term in Section
11.6.

            Obligations shall mean any obligation or liability of the Borrower
to the Agent or any of the Banks, howsoever created, arising or evidenced,
whether direct or indirect, absolute or contingent, now or hereafter existing,
or due or to become due, under or in connection with this Agreement, any Notes,
the Letters of Credit, the Agent's Letter or any other Loan Document.
Obligations shall include the liabilities to any Bank under any Bank-Provided

                                       13
<PAGE>

Interest Rate Hedge but shall not include the liabilities to other Persons under
any other Interest Rate Hedge.

            Official Body shall mean any national, federal, state, local or
other government or political subdivision or any agency, authority, board,
bureau, central bank, commission, department or instrumentality of either, or
any court, tribunal, grand jury or arbitrator, in each case whether foreign or
domestic.

            Parent shall mean New Jersey Resources Corporation, a corporation
organized and existing under the laws of the State of New Jersey, of which
Borrower is a wholly owned Subsidiary.

            Participation Advance shall mean, with respect to any Bank, such
Bank's payment in respect of its participation in a Letter of Credit Borrowing
according to its Ratable Share pursuant to Section 2.9.3.4.

            Partnership Interests shall have the meaning given to such term in
Section 6.1.2.

            PBGC shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA or any successor.

            Permitted Acquisitions shall have the meaning assigned to such term
in Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions].

            Permitted Investments shall mean:

            (i) direct obligations of the United States of America or any agency
or instrumentality thereof or obligations backed by the full faith and credit of
the United States of America maturing in twelve (12) months or less from the
date of acquisition;

            (ii) repurchase agreements having a duration of not more than sixty
(60) days that are collateralized by full faith and credit obligations of the
United States Government or obligations guaranteed by the United States
Government and its agencies;

            (iii) interests in investment companies registered under the
Investment Company Act of 1940, as amended (or in a separate portfolio of such
an investment company), that invest primarily in full faith and credit
obligations of the United States Government or obligations guaranteed by the
United States Government and its agencies and repurchase agreements
collateralized by such obligations;

            (iv) time deposits with any office located in the United States of
the Banks or any other bank or trust company which is organized under the laws
of the United States and has combined capital, surplus and undivided profits of
not less than $500,000,000 or with any bank which is organized other than under
the laws of the United States (y) the commercial paper of which is rated at
least A-1 by Standard & Poor's and P-1 by Moody's (or, if such

                                       14
<PAGE>

commercial paper is rated only by Standard & Poor's, at least A-1 by Standard &
Poor's, or if such commercial paper is rated only by Moody's, at least P-1 by
Moody's) or (z) the long term senior debt of which is rated at least AA by
Standard & Poor's and Aa2 by Moody's (or, if such debt is rated only by Standard
& Poor's, at least AA by Standard & Poor's, or if such debt is rated only by
Moody's, at least Aa2 by Moody's);

            (v) commercial paper having a maturity of not more than one year
from the date of such investment and rated at least A-1 by Standard & Poor's and
P-1 by Moody's (or, if such commercial paper is rated only by Standard & Poor's,
at least A-1 by Standard & Poor's or, if such commercial paper is rated only by
Moody's, at least P-1 by Moody's);

            (vi) instruments held for collection in the ordinary course of
business;

            (vii) any equity or debt securities or other form of debt instrument
obtained in settlement of debts previously contracted; and

            (viii) any Investment arising out of a Permitted Related Business
Opportunity.

            Permitted Liens shall mean:

            (i) Liens for taxes, assessments, or similar charges, incurred in
the ordinary course of business and which are not yet due and payable;

            (ii) Pledges or deposits made in the ordinary course of business to
secure payment of workmen's compensation, or to participate in any fund in
connection with workmen's compensation, unemployment insurance, old-age pensions
or other social security programs;

            (iii) Liens of mechanics, materialmen, warehousemen, carriers, or
other like Liens, securing obligations incurred in the ordinary course of
business that are not yet due and payable and Liens of landlords securing
obligations to pay lease payments that are not yet due and payable or in
default;

            (iv) Any Lien arising out of judgments or awards but only to the
extent that the creation of any such Lien shall not be an event or condition
which, with or without notice or lapse of time or both, would cause Borrower to
be in violation of Section 9.1.6;

            (v) Security interests in favor of lessors of personal property,
which property is the subject of a true lease;

            (vi) Good-faith pledges or deposits made in the ordinary course of
business to secure performance of bids, tenders, contracts (other than for the
repayment of borrowed money) or leases, not in excess of the aggregate amount
due thereunder, or to secure statutory obligations, or surety, appeal,
indemnity, performance or other similar bonds required in the ordinary course of
business;

                                       15
<PAGE>

            (vii) Encumbrances consisting of zoning restrictions, easements,
rights-of-way or other restrictions on the use of real property and minor
defects to title to real property, none of which materially impairs the use of
such property or the value thereof;

            (viii) Liens on property leased by the Borrower or any Subsidiary of
the Borrower securing obligations of the Borrower or such Subsidiary to the
lessor under such leases, so long as to the extent the payments or other amounts
due and owing under any such lease constitute Indebtedness, such Indebtedness is
permitted under Section 8.2.1;

            (ix) Any Lien existing on the date of this Agreement and described
on Schedule 1.1(P), provided, that, to the extent any such Lien secures
Indebtedness permitted by Section 8.2.1(ii), such Lien may continue to secure
any renewals or extensions of such Indebtedness permitted by Section 8.2.1(ii)
so long as (i) the principal amount of the Indebtedness secured by any such Lien
is not hereafter increased and (ii) no additional assets become subject to such
Lien;

            (x) Liens on assets of the Borrower existing on the Closing Date
(other than on any "Excepted Property" of the Borrower, as "Excepted Property"
is defined in the Mortgage Indenture on the Closing Date), which Liens secure
outstanding Indebtedness as of the Closing Date under the Mortgage Indenture and
thereafter Liens on assets of the Borrower (other than on any "Excepted
Property") which additional Liens secure outstanding Indebtedness as of the
Closing Date under the Mortgage Indenture and any additional Indebtedness which
is issued in accordance with Article Two of the Mortgage Indenture and is
otherwise permitted by Section 8.2.1(iii);

            (xi) Purchase Money Security Interests, provided, that the aggregate
amount of loans and deferred payments secured by such Purchase Money Security
Interests shall not exceed $20,000,000 (excluding for the purpose of this
computation any loans or deferred payments secured by Liens described on
Schedule 1.1(P));

            (xii) Liens on any property or asset of an Acquired Person so long
as: (a) such Liens secure Indebtedness of the Acquired Person and such
Indebtedness and such Liens on property or assets of the Acquired Person existed
prior to the consummation of the Permitted Acquisition and were not created in
contemplation of or in connection with such acquisition, (b) such Liens apply
solely to the assets of the Acquired Person and do not apply to any asset of the
Borrower or any Subsidiary of the Borrower, and (c) after giving effect to such
Permitted Acquisition and all other Permitted Acquisitions made by the Borrower
and any Subsidiary of the Borrower from and after the Closing Date, the
aggregate outstanding amount of all Indebtedness secured by Liens permitted by
this clause (xii) shall not exceed $75,000,000; and

            (xiii) The following, (A) if the validity or amount thereof is being
contested in good faith by appropriate and lawful proceedings diligently
conducted so long as levy and execution thereon have been stayed and continue to
be stayed or (B) if a final judgment is entered and such judgment is discharged
within thirty (30) days of entry, and could not be reasonably expected to result
in a Material Adverse Change:

                                       16
<PAGE>

                  (1) Claims or Liens for taxes, assessments or charges due and
      payable and subject to interest or penalty, provided that the Borrower or
      any of its Subsidiaries, as applicable, maintains such reserves or other
      appropriate provisions as shall be required by GAAP and pays all such
      taxes, assessments or charges forthwith upon the commencement of
      proceedings to foreclose any such Lien;

                  (2) Claims, Liens or encumbrances upon, and defects of title
      to, real or personal property, including any attachment of personal or
      real property or other legal process prior to adjudication of a dispute on
      the merits; or

                  (3) Claims or Liens of mechanics, materialmen, warehousemen,
      carriers, or other statutory nonconsensual Liens.

            Permitted Related Business Opportunity shall mean any transaction
with another Person (other than any Inactive Subsidiary of Parent) involving
business activities or assets reasonably related or complementary to the
business of the Borrower and its Subsidiaries as conducted on the Closing Date
or as may be conducted pursuant to Section 8.2.9, including, without limitation,
the management and marketing of storage, capacity and transportation of gas and
other forms of energy, the generation, transmission or storage of gas and other
forms of energy, or the access to gas and energy transmission lines, and
business initiatives for the conservation and efficiency of gas and energy.

            Permitted Transferee shall mean, as of any date of determination,
any of the following with respect to any then current officer or director of the
Parent: (i) such Person's spouse, lineal descendants or lineal descendant's of
such Person's spouse, (ii) any charitable corporation or trust established by
such officer or director or by any Person described in the immediately preceding
clause (i), (iii) any trust (or in the case of a minor, a custodial account
under a Uniform Gifts or Transfers to Minors Act) of which the beneficiary or
beneficiaries are one or more Persons described in the immediately preceding
clauses (i) or (ii), or (iv) any executor or administrator upon the death of
such officer or director or the death of any Person described in the immediately
preceding clauses (i) or (ii).

            Person shall mean any individual, corporation, partnership, limited
liability company, association, joint-stock company, trust, unincorporated
organization, joint venture, government or political subdivision or agency
thereof, or any other entity.

            Plan shall mean at any time an employee pension benefit plan
(including a Multiple Employer Plan, but not a Multiemployer Plan) which is
covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Internal Revenue Code and either (i) is maintained by
any member of the ERISA Group for employees of any member of the ERISA Group or
(ii) has at any time within the preceding five years been maintained by any
entity which was at such time a member of the ERISA Group for employees of any
entity which was at such time a member of the ERISA Group.

                                       17
<PAGE>

            PNC Bank shall mean PNC Bank, National Association, its successors
and assigns.

            Potential Default shall mean any event or condition which with
notice, passage of time, or both, would constitute an Event of Default.

            Principal Office shall mean the main banking office of the Agent in
Pittsburgh, Pennsylvania.

            Prohibited Transaction shall mean any prohibited transaction as
defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA for
which neither an individual nor a class exemption has been issued by the United
States Department of Labor.

            Property shall mean all real property, both owned and leased, of the
Borrower or any Subsidiary of the Borrower.

            Purchase Money Security Interest shall mean Liens upon tangible
personal property securing loans to the Borrower or any Subsidiary of the
Borrower or deferred payments by the Borrower or such Subsidiary for the
purchase of such tangible personal property.

            Purchasing Bank shall mean a Bank which becomes a party to this
Agreement by executing an Assignment and Assumption Agreement.

            Ratable Share shall mean the proportion that a Bank's Commitment
(excluding its Swing Loan Commitment) bears to the Commitments (excluding the
Swing Loan Commitment) of all of the Banks.

            Regulated Entity shall mean any Person which is subject under Law to
any of the laws, rules or regulations respecting the financial, organizational
or rate regulation of electric companies, public utilities, or public utility
holding companies.

            Regulated Substances shall mean, without limitation, any substance,
material or waste, regardless of its form or nature, defined under Environmental
Laws as a "hazardous substance," "pollutant," "pollution," "contaminant,"
"hazardous or toxic substance," "extremely hazardous substance," "toxic
chemical," "toxic substance," "toxic waste," "hazardous waste," "special
handling waste," "industrial waste," "residual waste," "solid waste," "municipal
waste," "mixed waste," "infectious waste," "chemotherapeutic waste," "medical
waste," or "regulated substance", or any other substance, material or waste,
regardless of its form or nature, which is regulated, controlled or governed by
Environmental Laws due to its radioactive, ignitable, corrosive, reactive,
explosive, toxic, carcinogenic or infectious properties or nature or any other
material, substance or waste, regardless of its form or nature, which otherwise
is regulated, controlled or governed by Environmental Laws, including without
limitation, petroleum and petroleum products (including crude oil and any
fractions thereof), natural gas, synthetic gas and any mixtures thereof,
asbestos, urea formaldehyde, polychlorinated biphenlys, mercury, radon and
radioactive materials.

                                       18
<PAGE>

            Regulation U shall mean Regulation U, T, G, or X as promulgated by
the Board of Governors of the Federal Reserve System, as amended from time to
time.

            Reimbursement Obligation shall have the meaning assigned to such
term in Section 2.9.3.2.

            Remedial Action shall mean any investigation, identification,
characterization, delineation, cleanup, removal, remediation, containment,
control or abatement of or other response actions to Regulated Substances and
any closure or post-closure measures associated therewith.

            Reportable Event shall mean a reportable event described in Section
4043 of ERISA and regulations thereunder with respect to a Plan or Multiemployer
Plan.

            Required Banks shall mean

            (A) if there are no Loans, Reimbursement Obligations or Letter of
Credit Borrowings outstanding, Required Banks shall mean Banks whose Commitments
(excluding the Swing Loan Commitments) aggregate at least 51% of the Commitments
of all of the Banks, or

            (B) if there are Loans, Reimbursement Obligations, or Letter of
Credit Borrowings outstanding, Required Banks shall mean:

                  (i) prior to a termination of the Commitments hereunder
pursuant to Section 9.2.1 or 9.2.2, any Bank or group of Banks if the sum of the
Loans (excluding the Swing Loans), Reimbursement Obligations and Letter of
Credit Borrowings of such Banks then outstanding aggregates at least 51% of the
total principal amount of all of the Loans (excluding the Swing Loans),
Reimbursement Obligations and Letter of Credit Borrowings then outstanding.

                  (ii) after a termination of the Commitments hereunder pursuant
to Section 9.2.1 or 9.2.2, any Bank or group of Banks if the sum of the Loans,
Reimbursement Obligations and Letter of Credit Borrowings of such Banks then
outstanding aggregates at least 51% of the total principal amount of all of the
Loans, Reimbursement Obligations and Letter of Credit Borrowings then
outstanding.

Reimbursement Obligations and Letter of Credit Borrowings shall be deemed, for
purposes of this definition, to be in favor of the Agent and not a participating
Bank if such Bank has not made its Participation Advance in respect thereof and
shall be deemed to be in favor of such Bank to the extent of its Participation
Advance if it has made its Participation Advance in respect thereof.

            Required Share shall have the meaning assigned to such term in
Section 5.10.

                                       19
<PAGE>

            Revolving Credit Commitment shall mean, as to any Bank at any time,
the amount initially set forth opposite its name on Schedule 1.1(B) in the
column labeled "Amount of Commitment for Revolving Credit Loans," and thereafter
as determined by the Agent after giving effect to each applicable Bank Joinder
and Assignment and Assumption Agreement executed by such Bank and delivered to
the Agent, and Revolving Credit Commitments shall mean the aggregate Revolving
Credit Commitments of all of the Banks.

            Revolving Credit Loans shall mean collectively and Revolving Credit
Loan shall mean separately all Revolving Credit Loans or any Revolving Credit
Loan made by the Banks or one of the Banks to the Borrower pursuant to Section
2.1.1 or 2.9.3.

            Revolving Credit Note shall mean any Revolving Credit Note of the
Borrower in the form of Exhibit 1.1(R) issued by the Borrower at the request of
a Bank pursuant to Section 5.9 evidencing the Revolving Credit Loans to such
Bank, together with all amendments, extensions, renewals, replacements,
refinancings or refundings thereof in whole or in part.

            Revolving Facility Usage shall mean at any time the sum of the
Revolving Credit Loans outstanding, the Swing Loans outstanding and the Letters
of Credit Outstanding.

            SEC shall mean the Securities and Exchange Commission or any
governmental agencies substituted therefor.

            SEC Filings shall mean the Parent's Form 10-K, filed with the SEC
for the fiscal year ended September 30, 2004 and Forms 10-Q, the first filed
with the SEC for the fiscal quarter ended December 31, 2003, the second filed
with SEC for the fiscal quarter ended March 31, 2004 and the third filed with
the SEC for the fiscal quarter ended June 30, 2004.

            Section 20 Subsidiary shall mean the Subsidiary of the bank holding
company controlling any Bank, which Subsidiary has been granted authority by the
Federal Reserve Board to underwrite and deal in certain Ineligible Securities.

            Settlement Date shall mean the 7th day of each week (if such day is
a Business Day and if not, the next succeeding Business Day) and any other
Business Day on which the Agent elects to effect settlement pursuant to Section
5.10.

            Significant Subsidiary shall mean, any Subsidiary of the Borrower
which at any time (i) has gross revenues equal to or in excess of five percent
(5%) of the gross revenues of the Borrower and its Subsidiaries on a
consolidated basis, or (ii) has total assets equal to or in excess of five
percent (5%) of the total assets of the Borrower and its Subsidiaries on a
consolidated basis, in either case, as determined and consolidated in accordance
with GAAP.

            Solvent shall mean, with respect to any Person on a particular date,
that on such date (i) such Person is able to realize upon its assets and pay its
debts and other liabilities as they mature in the normal course of business, and
(ii) such Person has not incurred debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature.

                                       20
<PAGE>

            Standard & Poor's shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and its successors.

            Standby Letter of Credit shall mean a Letter of Credit issued to
support obligations of the Borrower, contingent or otherwise, which finances the
working capital and business needs of the Borrower incurred in the ordinary
course of its business, but excluding any Letter of Credit under which the
stated amount of such Letter of Credit increases automatically over time.

            Subsidiary of any Person at any time shall mean (i) any corporation
or trust of which 50% or more (by number of shares or number of votes) of the
outstanding capital stock or shares of beneficial interest normally entitled to
vote for the election of one or more directors or trustees (regardless of any
contingency which does or may suspend or dilute the voting rights) is at such
time owned directly or indirectly by such Person or one or more of such Person's
Subsidiaries, (ii) any partnership of which such Person is a general partner or
of which 50% or more of the partnership interests is at the time directly or
indirectly owned by such Person or one or more of such Person's Subsidiaries,
(iii) any limited liability company of which such Person is a member or of which
50% or more of the limited liability company interests is at the time directly
or indirectly owned by such Person or one or more of such Person's Subsidiaries
or (iv) any corporation, trust, partnership, limited liability company or other
entity which is controlled or capable of being controlled by such Person or one
or more of such Person's Subsidiaries.

            Subsidiary Shares shall have the meaning assigned to that term in
Section 6.1.2.

            Swing Loan Commitment shall mean PNC Bank's commitment to make Swing
Loans to the Borrower pursuant to Section 2.1.2 hereof in an aggregate principal
amount up to $35,000,000.

            Swing Loan Interest Rate shall mean as to each Swing Loan the rate
of interest quoted by PNC Bank applicable thereto and accepted by the Borrower
with respect to such Swing Loan.

            Swing Loan Note shall mean the Swing Loan Note of the Borrower in
the form of Exhibit 1.1(S) evidencing the Swing Loans, together with all
amendments, extensions, renewals, replacements, refinancings or refundings
thereof in whole or in part.

            Swing Loan Request shall mean a request for Swing Loans made in
accordance with Section 2.5 hereof.

            Swing Loans shall mean collectively and Swing Loan shall mean
separately all Swing Loans or any Swing Loan made by PNC Bank to the Borrower
pursuant to Section 2.1.2 hereof.

                                       21
<PAGE>

            Transferor Bank shall mean the selling Bank pursuant to an
Assignment and Assumption Agreement.

            USA Patriot Act shall mean the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed,
extended, amended or replaced.

      1.2 Construction.

      Unless the context of this Agreement otherwise clearly requires, the
following rules of construction shall apply to this Agreement and each of the
other Loan Documents:

            1.2.1. Number; Inclusion.

                  references to the plural include the singular, the plural, the
part and the whole; "or" has the inclusive meaning represented by the phrase
"and/or" and "including" has the meaning represented by the phrase "including
without limitation";

            1.2.2. Determination.

                  references to "determination" of or by the Agent or the Banks
shall be deemed to include good-faith estimates by the Agent or the Banks (in
the case of quantitative determinations) and good-faith beliefs by the Agent or
the Banks (in the case of qualitative determinations) and such determination
shall be conclusive absent manifest error;

            1.2.3. Agent's Discretion and Consent.

                  whenever the Agent or the Banks are granted the right herein
to act in its or their sole discretion or to grant or withhold consent such
right shall be exercised in good faith;

            1.2.4. Documents Taken as a Whole.

                  the words "hereof," "herein," "hereunder," "hereto" and
similar terms in this Agreement or any other Loan Document refer to this
Agreement or such other Loan Document as a whole and not to any particular
provision of this Agreement or such other Loan Document;

            1.2.5. Headings.

                  the section and other headings contained in this Agreement or
such other Loan Document and the Table of Contents (if any), preceding this
Agreement or such other Loan Document are for reference purposes only and shall
not control or affect the construction of this Agreement or such other Loan
Document or the interpretation thereof in any respect;

                                       22
<PAGE>

            1.2.6. Implied References to this Agreement.

                  article, section, subsection, clause, schedule and exhibit
references are to this Agreement or other Loan Document, as the case may be,
unless otherwise specified;

            1.2.7. Persons.

                  reference to any Person includes such Person's successors and
assigns but, if applicable, only if such successors and assigns are permitted by
this Agreement or such other Loan Document, as the case may be, and reference to
a Person in a particular capacity excludes such Person in any other capacity;

            1.2.8. Modifications to Documents.

                  reference to any agreement (including this Agreement and any
other Loan Document together with the schedules and exhibits hereto or thereto),
document or instrument means such agreement, document or instrument as amended,
modified, replaced, substituted for, superseded or restated;

            1.2.9. From, To and Through.

                  relative to the determination of any period of time, "from"
means "from and including," "to" means "to but excluding," and "through" means
"through and including"; and

            1.2.10. Shall; Will.

                  references to "shall" and "will" are intended to have the same
meaning.

      1.3 Accounting Principles.

      Except as otherwise provided in this Agreement, all computations and
determinations as to accounting or financial matters and all financial
statements to be delivered pursuant to this Agreement shall be made and prepared
in accordance with GAAP (including principles of consolidation where
appropriate), and all accounting or financial terms shall have the meanings
ascribed to such terms by GAAP; provided, however, that all accounting terms
used in Section 8.2 [Negative Covenants] (and all defined terms used in the
definition of any accounting term used in Section 8.2) shall have the meaning
given to such terms (and defined terms) under GAAP as in effect on the date
hereof applied on a basis consistent with those used in preparing the Annual
Statements referred to in Section 6.1.8(i) [Historical Statements]. In the event
of any change after the date hereof in GAAP, and if such change would result in
the inability to determine compliance with the financial covenants set forth in
Section 8.2 based upon the Borrower's regularly prepared financial statements by
reason of the preceding sentence, then the parties hereto agree to endeavor, in
good faith, to agree upon an amendment to this Agreement that would adjust such
financial covenants in a manner that would not affect the

                                       23
<PAGE>

substance thereof, but would allow compliance therewith to be determined in
accordance with the Borrower's financial statements at that time.

      2. REVOLVING CREDIT AND SWING LOAN FACILITIES

      2.1 Commitments.

            2.1.1. Revolving Credit Loans.

                  Subject to the terms and conditions hereof and relying upon
the representations and warranties herein set forth, each Bank severally agrees
to make Revolving Credit Loans to the Borrower at any time or from time to time
on or after the date hereof to the Expiration Date, provided that, after giving
effect to each such Revolving Credit Loan the aggregate amount of Revolving
Credit Loans from such Bank shall not exceed such Bank's Revolving Credit
Commitment minus such Bank's Ratable Share of the amount of Letters of Credit
Outstanding; and provided further that the Revolving Facility Usage at any time
shall not exceed the Revolving Credit Commitments of all the Banks. Within such
limits of time and amount and subject to the other provisions of this Agreement,
the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.1. The
outstanding principal amount of all Revolving Credit Loans, together with
accrued interest thereon, shall be due and payable on the Expiration Date.

            2.1.2. Swing Loan Commitment.

                  Subject to the terms and conditions hereof and relying upon
the representations and warranties herein set forth, PNC Bank agrees to make
Swing Loans to the Borrower at any time or from time to time after the date
hereof to, but not including, the Expiration Date, in an aggregate principal
amount of up to but not in excess of the Swing Loan Commitment, provided that
the Revolving Facility Usage at any time shall not exceed the Revolving Credit
Commitments of all the Banks. Within such limits of time and amount and subject
to the other provisions of this Agreement, the Borrower may borrow, repay and
reborrow pursuant to this Section 2.1.2. The outstanding principal amount of all
Swing Loans, together with accrued interest thereon, shall be due and payable on
the earlier of the Settlement Date applicable thereto or the Expiration Date.

      2.2 Nature of Banks' Obligations with Respect to Revolving Credit Loans.

      Each Bank shall be obligated to participate in each request for Revolving
Credit Loans pursuant to Section 2.4 [Revolving Credit Loan Requests] in
accordance with its Ratable Share. The aggregate amount of each Bank's Revolving
Credit Loans outstanding hereunder to the Borrower at any time shall never
exceed its Revolving Credit Commitment minus its Ratable Share of the amount of
Letters of Credit Outstanding. The obligations of each Bank hereunder are
several. The failure of any Bank to perform its obligations hereunder shall not
affect the Obligations of the Borrower to any other party nor shall any other
party be liable for the failure of

                                       24
<PAGE>

such Bank to perform its obligations hereunder. The Banks shall have no
obligation to make Revolving Credit Loans hereunder on or after the Expiration
Date.

      2.3 Certain Fees.

            2.3.1 Facility Fees.

                  Accruing from the date hereof until the Expiration Date, the
Borrower agrees to pay to the Agent for the account of each Bank, as
consideration for such Bank's Revolving Credit Commitment hereunder, a
nonrefundable facility fee (the "Facility Fee") equal to the Applicable Facility
Fee Rate (computed on the basis of a year of 360 days and actual days elapsed)
on the average daily amount of such Bank's Revolving Credit Commitment as the
same may be constituted from time to time. All Facility Fees shall be payable
quarterly in arrears on the first day of each January, April, July and October
after the date hereof and on the Expiration Date or upon acceleration of the
Loans.

            2.3.2 Facility Usage Fees.

                  During the period commencing on the date hereof until the
Expiration Date, the Borrower agrees to pay to the Agent for the account of each
Bank, a nonrefundable fee (the "Facility Usage Fee") for each day when Revolving
Facility Usage exceeds thirty-three and one-third percent (33-1/3%) of the
Revolving Credit Commitments in an amount equal to the sum of (i) 0.125% per
annum (computed on the basis of a year of 360 days and actual days elapsed)
computed on the amount of the Revolving Credit Loans outstanding on such day
plus (ii) 0.125% per annum (computed on the basis of a year of 360 days and
actual days elapsed) computed on the amount of the Letters of Credit Outstanding
on such day, and with respect to PNC Bank only, plus (iii) 0.125% per annum
(computed on the basis of a year of 360 days and actual days elapsed) computed
on the amount of the Swing Loans outstanding on such day, provided, however,
that any Facility Usage Fee paid with respect to clause (ii) above, shall be
paid to the Agent for the account of the Agent and not a participating Bank if
such Bank has not made its Participation Advance in respect of any Reimbursement
Obligations or Letter of Credit Borrowings. The Facility Usage Fee shall be
payable quarterly in arrears on the first day of each January, April, July, and
October after the date hereof and on the Expiration Date or upon acceleration of
the Loans.

      2.4 Revolving Credit Loan Requests.

      Except as otherwise provided herein, the Borrower may from time to time
prior to the Expiration Date request the Banks to make Revolving Credit Loans or
renew or convert the Interest Rate Option applicable to existing Revolving
Credit Loans pursuant to Section 4.2 [Interest Periods], by delivering to the
Agent, not later than 10:00 a.m., Pittsburgh time, (i) three (3) Business Days
prior to the proposed Borrowing Date with respect to the making of Revolving
Credit Loans to which the Euro-Rate Option applies or the date of conversion to
or the renewal of the Euro-Rate Option for any such Loans; and (ii) one (1)
Business Day prior to either the proposed Borrowing Date with respect to the
making of a Revolving Credit Loan to which the

                                       25
<PAGE>

Base Rate Option applies or the last day of the preceding Interest Period with
respect to the conversion to the Base Rate Option for any Loan, of a duly
completed Loan Request therefor substantially in the form of Exhibit 2.4 or a
Loan Request by telephone immediately confirmed in writing by letter, facsimile
or telex in the form of such Exhibit, it being understood that the Agent may
rely on the authority of any individual making such a telephonic request without
the necessity of receipt of such written confirmation. Each Loan Request shall
be irrevocable and shall specify (i) the proposed Borrowing Date; (ii) the
aggregate amount of the proposed Revolving Credit Loans comprising each
Borrowing Tranche, the amount of which shall be in integral multiples of
$1,000,000 and not less than $3,000,000 for each Borrowing Tranche to which the
Euro-Rate Option applies and not less than the lesser of $1,000,000 and in
integral multiples of $100,000 or the maximum amount available for Borrowing
Tranches to which the Base Rate Option applies; (iii) whether the Euro-Rate
Option or Base Rate Option shall apply to the proposed Loans comprising the
applicable Borrowing Tranche; and (iv) in the case of a Borrowing Tranche to
which the Euro-Rate Option applies, an appropriate Interest Period for the Loans
comprising such Borrowing Tranche.

      2.5 Swing Loan Requests.

                  Except as otherwise provided herein, the Borrower may from
time to time prior to the Expiration Date request PNC Bank to make a Swing Loan
by delivery to PNC Bank, not later than 12:00 noon Pittsburgh time, on the
proposed Borrowing Date of a duly completed request therefor substantially in
the form of Exhibit 2.5. hereto or a request by telephone immediately confirmed
in writing by letter, facsimile or telex, it being understood that PNC Bank may
rely on the authority of any individual making such a telephonic request without
the necessity of receipt of such written confirmation. Each Swing Loan Request
shall be irrevocable and shall specify (i) the proposed Borrowing Date, (ii) the
term of the proposed Swing Loan, which shall be no less than one day and no
longer than seven (7) days, and (iii) the principal amount of such Swing Loan,
which shall not be less than $250,000 and shall be an integral multiple of
$100,000.

      2.6 Making Revolving Credit Loans and Swing Loans.

            2.6.1. Making Revolving Credit Loans.

                  The Agent shall, promptly after receipt by it of a Loan
Request for or with respect to Revolving Credit Loans pursuant to Section 2.4
[Revolving Credit Loan Requests], notify the Banks with Revolving Credit
Commitments of its receipt of such Loan Request specifying: (i) the proposed
Borrowing Date and the time and method of disbursement of the Revolving Credit
Loans requested thereby; (ii) the amount and type of each such Revolving Credit
Loan and the applicable Interest Period (if any); and (iii) the apportionment
among the Banks of such Revolving Credit Loans as determined by the Agent in
accordance with Section 2.2 [Nature of Banks' Obligations]. Each Bank shall
remit the principal amount of each Revolving Credit Loan to the Agent such that
the Agent is able to, and the Agent shall, to the extent the Banks have made
funds available to it for such purpose and subject to Section 7.2

                                       26
<PAGE>

[Each Additional Loan or Letter of Credit], fund such Revolving Credit Loans to
the Borrower in U.S. Dollars and immediately available funds at the Principal
Office prior to 2:00 p.m., Pittsburgh time, on the applicable Borrowing Date,
provided that if any Bank fails to remit such funds to the Agent in a timely
manner, the Agent may elect in its sole discretion to fund with its own funds
the Revolving Credit Loans of such Bank on such Borrowing Date, and such Bank
shall be subject to the repayment obligation in Section 10.16 [Availability of
Funds].

            2.6.2. Making Swing Loans.

                  So long as PNC Bank elects to make Swing Loans, PNC Bank
shall, after receipt by it of a Swing Loan Request pursuant to Section 2.5 fund
such Swing Loan to the Borrower in U.S. Dollars and immediately available funds
at the Principal Office prior to 2:00 p.m. Pittsburgh time on the Borrowing
Date. Each Swing Loan shall bear interest at the Swing Loan Interest Rate
applicable thereto.

      2.7 Swing Loan Note.

                  The obligation of the Borrower to repay the unpaid principal
amount of the Swing Loans made to it by PNC Bank together with interest thereon
shall be evidenced by a demand promissory note of the Borrower dated the Closing
Date in substantially the form attached hereto as Exhibit 1.1(S) payable to the
order of PNC Bank in a face amount equal to the Swing Loan Commitment.

      2.8 Use of Proceeds.

      The proceeds of the Loans shall be used by the Borrower for general
corporate purposes of the Borrower, including without limitation, to support the
issuance by the Borrower of short term notes in the commercial paper market, and
in accordance with Section 8.1.10 [Use of Proceeds].

      2.9 Letter of Credit Subfacility.

            2.9.1. Issuance of Letters of Credit.

                  Borrower may request the issuance of a letter of credit (each
a "Letter of Credit") on behalf of itself by delivering to the Agent a completed
application and agreement for letters of credit in such form as the Agent may
specify from time to time by no later than 10:00 a.m., Pittsburgh time, at least
five (5) Business Days, or such shorter period as may be agreed to by the Agent,
in advance of the proposed date of issuance. Each Letter of Credit shall be a
Standby Letter of Credit (and may not be a Commercial Letter of Credit). Subject
to the terms and conditions hereof and in reliance on the agreements of the
other Banks set forth in this Section 2.9, the Agent or any of the Agent's
Affiliates will issue a Letter of Credit provided that each Letter of Credit
shall (A) have a maximum maturity of twelve (12) months from the date of
issuance, and (B) in no event expire later than ten (10) Business Days prior to
the Expiration Date and providing that in no event shall (i) the amount of
Letters of Credit Outstanding exceed, at any one time, $75,000,000 or (ii) the
Revolving Facility Usage exceed, at

                                       27
<PAGE>

any one time, the Revolving Credit Commitments. Schedule 2.9.1 sets forth
letters of credit issued by PNC Bank, National Association, as administrative
agent, under the Existing Credit Facility, which are outstanding as of the
Closing Date (the "Existing Letters of Credit"). It is expressly agreed that the
Existing Letters of Credit are Letters of Credit under this Agreement.

            2.9.2. Letter of Credit Fees.

                  The Borrower shall pay (i) to the Agent for the ratable
account of the Banks a fee (the "Letter of Credit Fee") equal to the Applicable
Letter of Credit Fee Rate then in effect (computed on the basis of a year of 360
days and actual days elapsed) per annum, and (ii) to the Agent for its own
account a fronting fee equal to 0.125% per annum (computed on the basis of a
year of 360 days and actual days elapsed), which fees shall be computed on the
daily average amount of Letters of Credit Outstanding and shall be payable
quarterly in arrears commencing with the first Business Day of each January,
April, July and October following issuance of each Letter of Credit and on the
Expiration Date. The Borrower shall also pay to the Agent for the Agent's sole
account the Agent's then in effect customary fees and administrative expenses
payable with respect to the Letters of Credit as the Agent may generally charge
or incur from time to time in connection with the issuance, maintenance,
modification (if any), assignment or transfer (if any), negotiation, and
administration of Letters of Credit.

            2.9.3. Disbursements, Reimbursement.

                        2.9.3.1 Immediately upon the issuance of each Letter of
Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Agent a participation in such Letter of Credit and
each drawing thereunder in an amount equal to such Bank's Ratable Share of the
maximum amount available to be drawn under such Letter of Credit and the amount
of such drawing, respectively.

                        2.9.3.2 In the event of any request for a drawing under
a Letter of Credit by the beneficiary or transferee thereof, the Agent will
promptly notify the Borrower. Provided that it shall have received such notice,
the Borrower shall reimburse (such obligation to reimburse the Agent shall
sometimes be referred to as a "Reimbursement Obligation") the Agent prior to
12:00 noon, Pittsburgh time on each date that an amount is paid by the Agent
under any Letter of Credit (each such date, an "Drawing Date") in an amount
equal to the amount so paid by the Agent. In the event the Borrower fails to
reimburse the Agent for the full amount of any drawing under any Letter of
Credit by 12:00 noon, Pittsburgh time, on the Drawing Date, the Agent will
promptly notify each Bank thereof, and the Borrower shall be deemed to have
requested that Revolving Credit Loans be made by the Banks under the Base Rate
Option to be disbursed on the Drawing Date under such Letter of Credit, subject
to the amount of the unutilized portion of the Revolving Credit Commitment and
subject to the conditions set forth in Section 7.2 [Each Additional Loan] other
than any notice requirements. Any notice given by the Agent pursuant to this
Section 2.9.3.2 may be oral if immediately confirmed in writing; provided that
the lack of such an immediate confirmation shall not affect the conclusiveness
or binding effect of such notice.

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<PAGE>

                        2.9.3.3 Each Bank shall upon any notice pursuant to
Section 2.9.3.2 make available to the Agent an amount in immediately available
funds equal to its Ratable Share of the amount of the drawing, whereupon the
participating Banks shall (subject to Section 2.9.3.4) each be deemed to have
made a Revolving Credit Loan under the Base Rate Option to the Borrower in that
amount. If any Bank so notified fails to make available to the Agent for the
account of the Agent the amount of such Bank's Ratable Share of such amount by
no later than 2:00 p.m., Pittsburgh time on the Drawing Date, then interest
shall accrue on such Bank's obligation to make such payment, from the Drawing
Date to the date on which such Bank makes such payment (i) at a rate per annum
equal to the Federal Funds Open Rate during the first three (3) days following
the Drawing Date and (ii) at a rate per annum equal to the rate applicable to
Loans under the Base Rate Option on and after the fourth (4th) day following the
Drawing Date. The Agent will promptly give notice of the occurrence of the
Drawing Date, but failure of the Agent to give any such notice on the Drawing
Date or in sufficient time to enable any Bank to effect such payment on such
date shall not relieve such Bank from its obligation under this Section 2.9.3.3,
provided, however, interest shall not accrue on any Bank's obligation to make a
payment under this Section 2.9.3.3, until such Bank has received notice of the
Drawing Date from the Agent.

                        2.9.3.4 With respect to any unreimbursed drawing that is
not converted into Revolving Credit Loans under the Base Rate Option to the
Borrower in whole or in part as contemplated by Section 2.9.3.2, because of the
Borrower's failure to satisfy the conditions set forth in Section 7.2 [Each
Additional Loan] other than any notice requirements or for any other reason, the
Borrower shall be deemed to have incurred from the Agent a borrowing (each a
"Letter of Credit Borrowing") in the amount of such drawing. Such Letter of
Credit Borrowing shall be due and payable on demand (together with interest) and
shall bear interest at the rate per annum applicable to the Revolving Credit
Loans under the Base Rate Option. Each Bank's payment to the Agent pursuant to
Section 2.9.3.3 shall be deemed to be a payment in respect of its participation
in such Letter of Credit Borrowing and shall constitute a "Participation
Advance" from such Bank in satisfaction of its participation obligation under
this Section 2.9.3.

            2.9.4. Repayment of Participation Advances.

                        2.9.4.1 Upon (and only upon) receipt by the Agent for
its account of immediately available funds from the Borrower (i) in
reimbursement of any payment made by the Agent under the Letter of Credit with
respect to which any Bank has made a Participation Advance to the Agent, or (ii)
in payment of interest on such a payment made by the Agent under such a Letter
of Credit, the Agent will pay to each Bank, in the same funds as those received
by the Agent, the amount of such Bank's Ratable Share of such funds, except the
Agent shall retain the amount of the Ratable Share of such funds of any Bank
that did not make a Participation Advance in respect of such payment by Agent.

                        2.9.4.2 If the Agent is required at any time to return
to the Borrower, or to a trustee, receiver, liquidator, custodian, or any
official in any Insolvency Proceeding, any portion of the payments made by the
Borrower to the Agent pursuant to Section 2.9.4.1 in reimbursement of a payment
made under the Letter of Credit or interest or fee

                                       29
<PAGE>

thereon, each Bank shall, on demand of the Agent, forthwith return to the Agent
the amount of its Ratable Share of any amounts so returned by the Agent plus
interest thereon from the date such demand is made to the date such amounts are
returned by such Bank to the Agent, at a rate per annum equal to the Federal
Funds Open Rate in effect from time to time.

            2.9.5. Documentation.

                  The Borrower agrees to be bound by the terms of the Agent's
application and agreement for letters of credit and the Agent's written
regulations and customary practices relating to letters of credit, though such
interpretation may be different from the Borrower's own. In the event of a
conflict between such application or agreement and this Agreement, this
Agreement shall govern. It is understood and agreed that, except in the case of
gross negligence or willful misconduct, the Agent shall not be liable for any
error and/or mistakes, whether of omission or commission, in following the
Borrower's written instructions or those contained in the Letters of Credit or
any modifications, amendments or supplements thereto, provided that the Borrower
agrees that all instructions provided to the Agent by the Borrower with respect
to any Letter of Credit shall be provided in writing.

            2.9.6. Determinations to Honor Drawing Requests.

                  In determining whether to honor any request for drawing under
any Letter of Credit by the beneficiary thereof, the Agent shall be responsible
only to determine that the documents and certificates required to be delivered
under such Letter of Credit have been delivered and that they comply on their
face with the requirements of such Letter of Credit.

            2.9.7. Nature of Participation and Reimbursement Obligations.

                  Each Bank's obligation in accordance with this Agreement to
make the Revolving Credit Loans or Participation Advances, as contemplated by
Section 2.9.3, as a result of a drawing under a Letter of Credit, and the
Obligations of the Borrower to reimburse the Agent upon a draw under a Letter of
Credit, shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Section 2.9 under all
circumstances, including the following circumstances:

                        (i) any set-off, counterclaim, recoupment, defense or
other right which such Bank may have against the Agent or any of its Affiliates,
the Borrower or any other Person for any reason whatsoever;

                        (ii) the failure of the Borrower or any other Person to
comply, in connection with a Letter of Credit Borrowing, with the conditions
applicable to Revolving Credit Loans set forth in Section 2.1.1 [Revolving
Credit Loans], 2.4 [Revolving Credit Loan Requests], 2.6 [Making Revolving
Credit Loans and Swing Loans] or 7.2 [Each Additional Loan or Letter of Credit]
or as otherwise set forth in this Agreement for the making of a Revolving Credit
Loan, it being acknowledged that such conditions are not required for the

                                       30
<PAGE>

making of a Letter of Credit Borrowing and the obligation of the Banks to make
Participation Advances under Section 2.9.3;

                        (iii) any lack of validity or enforceability of any
Letter of Credit;

                        (iv) any claim of breach of warranty that might be made
by the Borrower or any Bank against any beneficiary of a Letter of Credit, or
the existence of any claim, set-off, recoupment, counterclaim, crossclaim,
defense or other right which the Borrower or any Bank may have at any time
against a beneficiary, successor beneficiary any transferee or assignee of any
Letter of Credit or the proceeds thereof (or any Persons for whom any such
transferee may be acting), the Agent or its Affiliates or any Bank or any other
Person or, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction (including any underlying
transaction between the Borrower or any Subsidiaries of the Borrower and the
beneficiary for which any Letter of Credit was procured);

                        (v) the lack of power or authority of any signer of (or
any defect in or forgery of any signature or endorsement on) or the form of or
lack of validity, sufficiency, accuracy, enforceability or genuineness of any
draft, demand, instrument, certificate or other document presented under or in
connection with any Letter of Credit, or any fraud or alleged fraud in
connection with any Letter of Credit, or the transport of any property or
provisions of services relating to a Letter of Credit, in each case even if the
Agent or any of the Agent's Affiliates has been notified thereof;

                        (vi) payment by the Agent or any of its Affiliates under
any Letter of Credit against presentation of a demand, draft or certificate or
other document which does not comply with the terms of such Letter of Credit;

                        (vii) the solvency of, or any acts of omissions by, any
beneficiary of any Letter of Credit, or any other Person having a role in any
transaction or obligation relating to a Letter of Credit, or the existence,
nature, quality, quantity, condition, value or other characteristic of any
property or services relating to a Letter of Credit;

                        (viii) any failure by the Agent or any of Agent's
Affiliates to issue any Letter of Credit in the form requested by the Borrower,
unless the Agent has received written notice from the Borrower of such failure
within three (3) Business Days after the Agent shall have furnished the Borrower
a copy of such Letter of Credit and such error is material and no drawing has
been made thereon prior to receipt of such notice;

                        (ix) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of the
Borrower or any Subsidiaries of the Borrower;

                        (x) any breach of this Agreement or any other Loan
Document by any party thereto;

                                       31
<PAGE>
                        (xi) the occurrence or continuance of an Insolvency
Proceeding with respect to the Borrower;

                        (xii) the fact that an Event of Default or a Potential
Default shall have occurred and be continuing;

                        (xiii) the fact that the Expiration Date shall have
passed or this Agreement or the Commitments hereunder shall have been
terminated; and

                        (xiv) any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing.

Notwithstanding the foregoing, no Bank shall be required to make a Revolving
Credit Advance or a Participation Advance in excess of its Revolving Credit
Commitment minus its Ratable Share of any Letters of Credit Outstanding.

            2.9.8. Indemnity.

                   In addition to amounts payable as provided in Section 10.5
[Reimbursement and Indemnification of Agent by the Borrower], the Borrower
hereby agrees to protect, indemnify, pay and save harmless the Agent and any of
Agent's Affiliates that has issued a Letter of Credit from and against any and
all claims, demands, liabilities, damages, taxes, penalties, interest,
judgments, losses, costs, charges and expenses (including reasonable fees,
expenses and disbursements of counsel and allocated costs of internal counsel)
which the Agent or any of Agent's Affiliates may incur or be subject to as a
consequence of the issuance of any Letter of Credit, other than as a result of
(A) the gross negligence or willful misconduct of the Agent as determined by a
final judgment of a court of competent jurisdiction or (B) the wrongful dishonor
by the Agent or any of Agent's Affiliates of a proper demand for payment made
under any Letter of Credit, except if such dishonor resulted from any act or
omission, whether rightful or wrongful, of any present or future de jure or de
facto government or governmental authority (all such acts or omissions herein
called "Governmental Acts").

            2.9.9. Liability for Acts and Omissions.

                   As between the Borrower and the Agent, or the Agent's
Affiliates, the Borrower assumes all risks of the acts and omissions of, or
misuse of the Letters of Credit by, the respective beneficiaries of such Letters
of Credit. In furtherance and not in limitation of the foregoing, the Agent
shall not be responsible for any of the following including any losses or
damages to the Borrower or other Person or property relating therefrom: (i) the
form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for an
issuance of any such Letter of Credit, even if it should in fact prove to be in
any or all respects invalid, insufficient, inaccurate, fraudulent or forged
(even if the Agent or the Agent's Affiliates shall have been notified thereof);
(ii) the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part,

                                       32
<PAGE>

which may prove to be invalid or ineffective for any reason; (iii) the failure
of the beneficiary of any such Letter of Credit, or any other party to which
such Letter of Credit may be transferred, to comply fully with any conditions
required in order to draw upon such Letter of Credit or any other claim of the
Borrower against any beneficiary of such Letter of Credit, or any such
transferee, or any dispute between or among the Borrower and any beneficiary of
any Letter of Credit or any such transferee; (iv) errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex or otherwise, whether or not they be in cipher; (v)
errors in interpretation of technical terms; (vi) any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising
from causes beyond the control of the Agent or the Agent's Affiliates, as
applicable, including any Governmental Acts, and none of the above shall affect
or impair, or prevent the vesting of, any of the Agent's or the Agent's
Affiliates rights or powers hereunder. Nothing in the preceding sentence shall
relieve the Agent from liability for the Agent's gross negligence or willful
misconduct in connection with actions or omissions described in such clauses (i)
through (viii) of such sentence. In no event shall the Agent or the Agent's
Affiliates be liable to the Borrower for any indirect, consequential,
incidental, punitive, exemplary or special damages or expenses (including
without limitation attorneys' fees), or for any damages resulting from any
change in the value of any property relating to a Letter of Credit.

                  Without limiting the generality of the foregoing, the Agent
and each of its Affiliates (i) may rely on any oral or other communication
believed in good faith by the Agent or such Affiliate to have been authorized or
given by or on behalf of the applicant for a Letter of Credit, (ii) may honor
any presentation if the documents presented appear on their face substantially
to comply with the terms and conditions of the relevant Letter of Credit; (iii)
may honor a previously dishonored presentation under a Letter of Credit, whether
such dishonor was pursuant to a court order, to settle or compromise any claim
of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to
the same extent as if such presentation had initially been honored, together
with any interest paid by the Agent or its Affiliate; (iv) may honor any drawing
that is payable upon presentation of a statement advising negotiation or
payment, upon receipt of such statement (even if such statement indicates that a
draft or other document is being delivered separately), and shall not be liable
for any failure of any such draft or other document to arrive, or to conform in
any way with the relevant Letter of Credit; (v) may pay any paying or
negotiating bank claiming that it rightfully honored under the laws or practices
of the place where such bank is located; and (vi) may settle or adjust any claim
or demand made on the Agent or its Affiliate in any way related to any order
issued at the applicant's request to an air carrier, a letter of guarantee or of
indemnity issued to a carrier or any similar document (each an "Order") and
honor any drawing in connection with any Letter of Credit that is the subject to
such Order, notwithstanding that any drafts or other documents presented in
connection with such Letter of Credit fail to conform in any way with such
Letter of Credit.

                  In furtherance and extension and not in limitation of the
specific provisions set forth above, any action taken or omitted by the Agent or
the Agent's Affiliates under or in connection with the Letters of Credit issued
by it or any documents and certificates

                                       33
<PAGE>

delivered thereunder, if taken or omitted in good faith, shall not put the Agent
or the Agent's Affiliates under any resulting liability to the Borrower or any
Bank.

      2.10  Borrowings to Repay Swing Loans.

      PNC Bank may, at its option, exercisable at any time for any reason
whatsoever, demand repayment of the Swing Loans, and each Bank shall make a
Revolving Credit Loan in an amount equal to such Bank's Ratable Share of the
aggregate principal amount of the outstanding Swing Loans, plus, if PNC Bank so
requests, accrued interest thereon, provided that no Bank shall be obligated in
any event to make Revolving Credit Loans in excess of its Revolving Credit
Commitment minus such Bank's Ratable Share of the amount of the Letters of
Credit Outstanding. Revolving Credit Loans made pursuant to the preceding
sentence shall bear interest at the Base Rate Option and shall be deemed to have
been properly requested in accordance with Section 2.5 without regard to any of
the requirements of that provision. PNC Bank shall provide notice to the Banks
(which may be telephonic or written notice by letter, facsimile or telex) that
such Revolving Credit Loans are to be made under this Section 2.10 and of the
apportionment among the Banks, and the Banks shall be unconditionally obligated
to fund such Revolving Credit Loans (whether or not the conditions specified in
Section 2.4 or Section 7.2 are then satisfied) by the time PNC Bank so requests,
which shall not be earlier than 3:00 p.m. Pittsburgh time on the Business Day
next after the date the Banks receive such notice from PNC Bank.

      2.11  Right to Increase Commitments.

      Provided that there is no Event of Default or Potential Default, if the
Borrower wishes to increase the Revolving Credit Commitments, the Borrower shall
notify the Agent thereof, provided that any such increase shall be in a minimum
of $5,000,000 and the aggregate of all such increases in the Revolving Credit
Commitments shall not exceed $25,000,000 from and after the Closing Date. Each
Bank shall have the right at any time within fifteen (15) days following such
notice to increase its respective Revolving Credit Commitment so as to provide
such added commitment pro rata in accordance with such Bank's Ratable Share, and
any portion of such requested increase that is not provided by any Bank shall:
(i) first be available to the other Banks pro rata in accordance with their
Ratable Share, (ii) next be available to the other Banks in such a manner as the
Borrower, the Agent and those Banks shall agree, and (iii) thereafter, to the
extent not provided by the Banks, to any additional bank proposed by the
Borrower, which is approved by the Agent (which approval shall not be
unreasonably withheld) and that becomes a party to this Agreement pursuant to
Section 11.11 [Successors and Assigns; Joinder of a Bank]. In the event of any
such increase in the aggregate Revolving Credit Commitments effected pursuant to
the terms of this Section 2.11, new Notes shall, to the extent necessary, be
executed and delivered by the Borrower in exchange for the surrender of the
existing Notes.

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<PAGE>

                            3. INTENTIONALLY OMITTED

                               4. INTEREST RATES

      4.1   Interest Rate Options.

      The Borrower shall pay interest in respect of the outstanding unpaid
principal amount of the Loans as selected by it from the Base Rate Option or
Euro-Rate Option set forth below applicable to the Loans, it being understood
that, subject to the provisions of this Agreement, the Borrower may select
different Interest Rate Options and different Interest Periods to apply
simultaneously to the Loans comprising different Borrowing Tranches and may
convert to or renew one or more Interest Rate Options with respect to all or any
portion of the comprising any Borrowing Tranche, provided that there shall not
be at any one time outstanding more than ten (10) Borrowing Tranches in the
aggregate among all of the Loans, and provided further that only the Swing Loan
Interest Rate shall apply to the Swing Loans. If at any time the designated rate
applicable to any Loan made by any Bank exceeds such Bank's highest lawful rate,
the rate of interest on such Bank's Loan shall be limited to such Bank's highest
lawful rate.

           4.1.1. Revolving Credit Interest Rate Options.

                  The Borrower shall have the right to select from the following
Interest Rate Options applicable to the Revolving Credit Loans (subject to the
provision above regarding Swing Loans):

                        (i)   Base Rate Option: A fluctuating rate per annum
(computed on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed) equal to the Base Rate plus the Applicable Margin, such
interest rate to change automatically from time to time effective as of the
effective date of each change in the Base Rate; or

                        (ii)  Euro-Rate Option: A rate per annum (computed on
the basis of a year of 360 days and actual days elapsed) equal to the Euro-Rate
plus the Applicable Margin.

                  Notwithstanding the foregoing, if any Event of Default has
occurred and is continuing, no Loan may be made, converted to or renewed under
any Euro-Rate Option.

           4.1.2. Rate Quotations.

                  The Borrower may call the Agent on or before the date on which
a Loan Request is to be delivered to receive an indication of the interest rates
then in effect, but it is acknowledged that such projection shall not be binding
on the Agent or the Banks nor affect the rate of interest which thereafter is
actually in effect when the election is made.

                                       35
<PAGE>

            4.1.3. Change in Fees or Interest Rates.

                  If the Applicable Margin, Applicable Letter of Credit Fee Rate
or Applicable Facility Fee Rate is increased or reduced with respect to any
period for which the Borrower has already paid interest, the Facility Fee, or
the Letter of Credit Fee, the Agent shall recalculate the additional interest,
Facility Fee, or Letter of Credit Fee due from or to the Borrower and shall,
within fifteen (15) Business Days after the Borrower notifies the Agent of such
increase or decrease, give the Borrower and the Banks notice of such
recalculation.

                        4.1.3.1 Any additional interest, Facility Fee, or Letter
of Credit Fee due from the Borrower shall be paid to the Agent for the account
of the Banks on the next date on which an interest or fee payment is due;
provided, however, that if there are no Loans outstanding or if the Loans are
due and payable, such additional interest, Facility Fee, or Letter of Credit Fee
shall be paid promptly after receipt of written request for payment from the
Agent.

                        4.1.3.2 Any interest, Facility Fee, or Letter of Credit
Fee refund due to the Borrower shall be credited against payments otherwise due
from the Borrower on the next interest or fee payment due date or, if the Loans
have been repaid and the Banks are no longer committed to lend under this
Agreement, the Banks shall pay the Agent for the account of the Borrower such
interest, Facility Fee, or Letter of Credit Fee refund not later than five
Business Days after written notice from the Agent to the Banks.

      4.2   Interest Periods.

      At any time when the Borrower shall select, convert to or renew a
Euro-Rate Option, the Borrower shall notify the Agent thereof by delivering a
Loan Request at least three (3) Business Days prior to the effective date of
such Interest Rate Option. The notice shall specify an Interest Period during
which such Interest Rate Option shall apply. Notwithstanding the preceding
sentence, the following provisions shall apply to any selection of, renewal of,
or conversion to a Euro-Rate Option:

            4.2.1. Amount of Borrowing Tranche.

                  the amount of each Borrowing Tranche of Loans to which a
Euro-Rate Option applies shall be in integral multiples of $1,000,000 and not
less than $3,000,000;

            4.2.2. Renewals.

                  in the case of the renewal of a Euro-Rate Option at the end of
an Interest Period, the first day of the new Interest Period shall be the last
day of the preceding Interest Period, without duplication in payment of interest
for such day.

                                       36
<PAGE>

      4.3   Interest After Default.

      To the extent permitted by Law, upon the occurrence of an Event of Default
and until such time such Event of Default shall have been cured or waived:

            4.3.1. Letter of Credit Fees, Interest Rate.

                  the Letter of Credit Fee and the rate of interest for each
Loan otherwise applicable pursuant to Section 2.9.2 [Letter of Credit Fees] or
Section 4.1 [Interest Rate Options], respectively, shall be increased by 2.0%
per annum; and

            4.3.2. Other Obligations.

                  each other Obligation hereunder if not paid when due shall
bear interest at a rate per annum equal to the sum of the rate of interest
applicable under the Base Rate Option plus an additional 2% per annum from the
time such Obligation becomes due and payable and until it is paid in full.

            4.3.3. Acknowledgment.

                  The Borrower acknowledges that the increase in rates referred
to in this Section 4.3 reflects, among other things, the fact that such Loans or
other amounts have become a substantially greater risk given their default
status and that the Banks are entitled to additional compensation for such risk;
and all such interest shall be payable by Borrower upon demand by Agent.

      4.4   Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not
Available.

            4.4.1. Unascertainable.

                  If on any date on which a Euro-Rate would otherwise be
determined with respect to Loans, the Agent shall have determined that:

                        (i)   adequate and reasonable means do not exist for
ascertaining such Euro-Rate, or

                        (ii)  a contingency has occurred which materially and
adversely affects the London interbank eurodollar market relating to the
Euro-Rate, the Agent shall have the rights specified in Section 4.4.3.

                                       37
<PAGE>

           4.4.2. Illegality; Increased Costs; Deposits Not Available.

                  If at any time any Bank shall have determined that:

                        (i)   the making, maintenance or funding of any Loan to

which a Euro-Rate Option applies has been made unlawful or materially
impracticable by compliance by such Bank in good faith with any Law or any
interpretation or application thereof by any Official Body or with any request
or directive of any such Official Body (whether or not having the force of Law),
or

                        (ii)  such Euro-Rate Option will not adequately and
fairly reflect the cost to such Bank of the establishment or maintenance of any
such Loan in a material respect, or

                        (iii) after making all reasonable efforts, deposits of
the relevant amount in Dollars for the relevant Interest Period for a Loan, or
to banks generally, to which a Euro-Rate Option applies, respectively, are not
available to such Bank with respect to such Loan, or to banks generally, in the
interbank eurodollar market,

then the Agent shall have the rights specified in Section 4.4.3.

           4.4.3. Agent's and Bank's Rights.

                  In the case of any event specified in Section 4.4.1 above, the
Agent shall promptly so notify the Banks and the Borrower thereof, and in the
case of an event specified in Section 4.4.2 above, such Bank shall promptly so
notify the Agent and endorse a certificate to such notice as to the specific
circumstances of such notice, and the Agent shall promptly send copies of such
notice and certificate to the other Banks and the Borrower. Upon such date as
shall be specified in such notice (which shall not be earlier than the date such
notice is given), the obligation of (A) the Banks, in the case of such notice
given by the Agent, or (B) such Bank, in the case of such notice given by such
Bank, to allow the Borrower to select, convert to or renew a Euro-Rate Option
shall be suspended until the Agent shall have later notified the Borrower, or
such Bank shall have later notified the Agent, of the Agent's or such Bank's, as
the case may be, determination that the circumstances giving rise to such
previous determination no longer exist. If at any time the Agent makes a
determination under Section 4.4.1 and the Borrower has previously notified the
Agent of its selection of, conversion to or renewal of a Euro-Rate Option and
such Interest Rate Option has not yet gone into effect, such notification shall
be deemed to provide for the selection of, conversion to or renewal of the Base
Rate Option otherwise available with respect to such Loans if the Borrower has
requested the Euro-Rate Option. If any Bank notifies the Agent of a
determination under Section 4.4.2, the Borrower shall, subject to the Borrower's
indemnification Obligations under Section 5.6.2 [Indemnity], as to any Loan of
the Bank to which a Euro-Rate Option applies, on the date specified in such
notice either (i) as applicable, convert such Loan to the Base Rate Option
otherwise available with respect to such Loan, or (ii) prepay such Loan in
accordance with Section 5.4.1 [Voluntary Prepayments]. Absent due notice from
the Borrower of conversion or prepayment, such Loan shall

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<PAGE>

automatically be converted to the Base Rate Option otherwise available with
respect to such Loan upon such specified date.

            4.5   Selection of Interest Rate Options.

            If the Borrower fails to select a new Interest Period to apply to
any Borrowing Tranche of Loans under the Euro-Rate Option at the expiration of
an existing Interest Period applicable to such Borrowing Tranche in accordance
with the provisions of Section 4.2 [Interest Periods], the Borrower shall be
deemed to have converted such Borrowing Tranche to the Base Rate Option,
commencing upon the last day of the existing Interest Period.

                                  5. PAYMENTS

            5.1   Payments.

            All payments and prepayments to be made in respect of principal,
interest, Facility Fees, Letter of Credit Fees, Agent's Fee or other fees or
amounts due from the Borrower hereunder shall be payable prior to 11:00 a.m.,
Pittsburgh time, on the date when due without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived by the Borrower,
and without set-off, counterclaim or other deduction of any nature, and an
action therefor shall immediately accrue. Such payments shall be made to the
Agent at the Principal Office for the account of PNC Bank with respect to the
Swing Loans and for the ratable accounts of the Banks with respect to the
Revolving Credit Loans and in immediately available funds, and the Agent shall
promptly distribute such amounts to the Banks in immediately available funds,
provided that in the event payments are received by 11:00 a.m., Pittsburgh time,
by the Agent with respect to the Loans and such payments are not distributed to
the Banks on the same day received by the Agent, the Agent shall pay the Banks
the Federal Funds Open Rate, with respect to the amount of such payments for
each day held by the Agent and not distributed to the Banks. The Agent's and
each Bank's statement of account, ledger or other relevant record shall, in the
absence of manifest error, be conclusive as the statement of the amount of
principal of and interest on the Loans and other amounts owing under this
Agreement and shall be deemed an "account stated."

            5.2   Pro Rata Treatment of Banks.

            Each borrowing of Revolving Credit Loans shall be allocated to each
Bank according to its Ratable Share and each selection of, conversion to or
renewal of any Interest Rate Option applicable to Revolving Credit Loans and
each payment or prepayment by the Borrower with respect to principal or interest
on the Revolving Credit Loans or Facility Fees, Letter of Credit Fees, or other
fees (except for the Agent's Fee) or amounts due from the Borrower hereunder to
the Banks with respect to the Revolving Credit Loans shall (except as provided
in Section 4.4.3 [Agent's and Bank's Rights] in the case of an event specified
in Section 4.4 [Euro-Rate Unascertainable; Etc.], 5.4.2 [Replacement of a Bank]
or 5.6 [Additional Compensation in Certain Circumstances]) be made in proportion
to the applicable Revolving

                                       39
<PAGE>

Credit Loans outstanding from each Bank and, if no such Loans are then
outstanding, in proportion to the Ratable Share. Notwithstanding any of the
foregoing, each borrowing or payment or prepayment by the Borrower of principal,
interest, fees or other amounts from the Borrower with respect to Swing Loans
shall be made by or to PNC Bank according to Section 2.

      5.3   Interest Payment Dates.

      Interest on Swing Loans and on Loans to which the Base Rate Option applies
shall be due and payable quarterly in arrears on the first day of each January,
April, July and October after the date hereof and on the Expiration Date, or
upon acceleration of the Loans. Interest on Loans to which the Euro-Rate Option
applies shall be due and payable on the last day of each Interest Period for
those Loans and, if such Interest Period is longer than three (3) Months, also
on the 90th day of such Interest Period.

      5.4   Prepayments.

           5.4.1. Voluntary Prepayments.

                  The Borrower shall have the right at its option from time to
time to prepay the Loans in whole or part without premium or penalty (except as
provided in Section 5.4.2 below or in Section 5.6 [Additional Compensation in
Certain Circumstances]):

                        (i)   at any time with respect to Swing Loans or with
respect to any Loan to which the Base Rate Option applies,

                        (ii)  on the last day of the applicable Interest Period
with respect to Loans to which a Euro-Rate Option applies, or

                        (iii) on the date specified in a notice by any Bank
pursuant to Section 4.4 [Euro-Rate Unascertainable, Etc.] with respect to any
Loan to which a Euro-Rate Option applies.

                  Whenever the Borrower desires to prepay any part of the Loans,
it shall provide a prepayment notice to the Agent by 1:00 p.m., Pittsburgh time,
at least one (1) Business Day prior to the date of prepayment of the Revolving
Credit Loans or no later than 2:00 p.m., Pittsburgh time, on the date of
prepayment of Swing Loans, setting forth the following information:

            (w)   the date, which shall be a Business Day, on which the proposed
      prepayment is to be made;

            (x)   a statement indicating the application of the prepayment among
      the Revolving Credit Loans and Swing Loans;

            (y)   the total principal amount of such prepayment, which, with
      respect to Loans to which the Base Rate Option applies, shall not be less
      than $500,000

                                       40
<PAGE>

      for any Revolving Credit Loan and which, with respect to Swing Loans shall
      not be less than $500,000, and

            (z)   the total principal amount of such prepayment, which, with
      respect to Loans to which the Euro-Rate Option applies, shall not be less
      than $1,000,000 for any Revolving Credit Loan.

            All prepayment notices shall be irrevocable. The principal amount of
the Loans for which a prepayment notice is given, together with interest on such
principal amount except with respect to Loans to which the Base Rate Option
applies, shall be due and payable on the date specified in such prepayment
notice as the date on which the proposed prepayment is to be made. Except as
provided in Section 4.4.3 [Agent's and Bank's Rights], if the Borrower prepays a
Loan but fails to specify the applicable Borrowing Tranche which the Borrower is
prepaying, the prepayment shall be applied (i) first to Swing Loans and second
to Revolving Credit Loans; and (ii) after giving effect to the allocations in
clause (i) above and in the preceding sentence, first to Loans to which the
Swing Loan Interest Rate applies, second to Loans to which the Base Rate Option
applies, and then to Loans to which the Euro-Rate Option applies. Any prepayment
hereunder shall be subject to the Borrower's Obligation to indemnify the Banks
under Section 5.6.2 [Indemnity].

            5.4.2. Replacement of a Bank.

            In the event any Bank (i) gives notice under Section 4.4 [Euro-Rate
Unascertainable, Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not
fund Revolving Credit Loans because the making of such Loans would contravene
any Law applicable to such Bank, (iii) becomes subject to the control of an
Official Body (other than normal and customary supervision), or (iv) causes the
Borrower to pay, withhold or indemnify any Taxes or Other Taxes pursuant to
Section 5.8, then the Borrower shall have the right at its option, with the
consent of the Agent, which shall not be unreasonably withheld, to prepay the
Loans of such Bank in whole, together with all interest accrued thereon, and
terminate such Bank's Commitment within ninety (90) days after (w) receipt of
such Bank's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.6.1
[Increased Costs, Etc.], (x) the date such Bank has failed to fund Revolving
Credit Loans because the making of such Loans would contravene Law applicable to
such Bank, (y) the date such Bank became subject to the control of an Official
Body, as applicable, or (z) the date such payment of Taxes or Other Taxes
pursuant to Section 5.8 is due; provided that the Borrower shall also pay to
such Bank at the time of such prepayment any amounts required under Section 5.6
[Additional Compensation in Certain Circumstances] and Section 5.8 [Taxes] and
any accrued interest due on such amount and any related fees; provided, however,
that the Commitment of such Bank shall be provided by one or more of the
remaining Banks or a replacement bank reasonably acceptable to the Agent;
provided, further, the remaining Banks shall have no obligation hereunder to
increase their Commitments. Notwithstanding the foregoing, the Agent may only be
replaced subject to the requirements of Section 10.14 [Successor Agent] and
provided that all Letters of Credit have expired or been terminated or replaced.

                                       41
<PAGE>

           5.4.3. Change of Lending Office.

                  Each Bank agrees that prior to giving notice to any claim for
increased costs, indemnification or other special payments under Section 4.4.2
[Illegality, Etc.], 5.6.1 [Increased Costs, Etc.] or Section 5.8 [Taxes] with
respect to such Bank, it will have initiated reasonable efforts (subject to
overall policy considerations of such Bank) to designate another lending office
for any Loans or Letters of Credit affected by such event, provided that such
designation is made on such terms that such Bank and its lending office suffer
no economic, legal or regulatory disadvantage, with the object of avoiding the
consequence of the event giving rise to the operation of such Section. Nothing
in this Section 5.4.3 shall affect or postpone any of the Obligations of the
Borrower or the rights of the Agent or any Bank provided in this Agreement.

      5.5   Voluntary Commitment Reductions.

      The Borrower shall have the right, upon not less than five (5) Business
Days' written irrevocable notice to the Agent, to terminate the Commitments or,
from time to time, to reduce the amount of the Commitments, which notice shall
specify the date and amount of any such reduction and otherwise be substantially
in the form of Exhibit 5.5 (a "Commitment Reduction Notice"). Any such reduction
shall be in a minimum amount equal to $5,000,000 or an integral multiple
thereof, provided, that the Revolving Credit Commitments may not be reduced
below the aggregate principal amount of the Revolving Facility Usage. Each
reduction of Revolving Credit Commitments shall ratably reduce the Revolving
Credit Commitments of the Banks.

      5.6   Additional Compensation in Certain Circumstances.

           5.6.1. Increased Costs or Reduced Return Resulting From Taxes,
Reserves, Capital Adequacy Requirements, Expenses, Etc.

                  If any Law, guideline or interpretation or any change in any
Law, guideline or interpretation or application thereof by any Official Body
charged with the interpretation or administration thereof or compliance with any
request or directive (whether or not having the force of Law) of any central
bank or other Official Body:

                        (i)   subjects any Bank to any tax or changes the basis
of taxation with respect to this Agreement, the Loans or payments by the
Borrower of principal, interest, Facility Fees, Letter of Credit Fees or other
amounts due from the Borrower hereunder (except for taxes on the overall net
income of such Bank),

                        (ii)  imposes, modifies or deems applicable any reserve,
special deposit or similar requirement against credits or commitments to extend
credit extended by, or assets (funded or contingent) of, deposits with or for
the account of, or other acquisitions of funds by, any Bank or any lending
office of any Bank, or

                                       42
<PAGE>

                        (iii) imposes, modifies or deems applicable any capital
adequacy or similar requirement (A) against assets (funded or contingent) of, or
letters of credit, other credits or commitments to extend credit extended by,
any Bank, or (B) otherwise applicable to the obligations of any Bank or any
lending office of any Bank under this Agreement,

and the result of any of the foregoing is to increase the cost to, reduce the
income receivable by, or impose any expense (including loss of margin) upon any
Bank or its lending office with respect to this Agreement or the making,
maintenance or funding of any part of the Loans (or, in the case of any capital
adequacy or similar requirement, to have the effect of reducing the rate of
return on any Bank's capital, taking into consideration such Bank's customary
policies with respect to capital adequacy) by an amount which such Bank in its
reasonable discretion deems to be material, such Bank shall from time to time
notify the Borrower and the Agent of the amount determined in good faith (using
any averaging and attribution methods employed in good faith) by such Bank to be
necessary to compensate such Bank for such increase in cost, reduction of
income, additional expense or reduced rate of return. Such notice shall set
forth in reasonable detail the basis for such determination. Such amount shall
be due and payable by the Borrower to such Bank thirty (30) days after such
notice is given.

           5.6.2. Indemnity.

                  In addition to the compensation required by Section 5.6.1
[Increased Costs, Etc.], the Borrower shall indemnify each Bank against all
liabilities, losses or expenses (including loss of margin, any loss or expense
incurred in liquidating or employing deposits from third parties and any loss or
expense incurred in connection with funds acquired by a Bank to fund or maintain
Loans subject to a Euro-Rate Option) which such Bank sustains or incurs as a
consequence of any

                        (i)   payment, prepayment, conversion or renewal of any
Loan to which a Euro-Rate Option applies on a day other than the last day of the
corresponding Interest Period (whether or not such payment or prepayment is
mandatory, voluntary or automatic and whether or not such payment or prepayment
is then due),

                        (ii)  attempt by the Borrower to revoke (expressly, by
later inconsistent notices or otherwise) in whole or part any Loan Requests
under Section 2.4 [Revolving Credit Loan Requests], Section 2.5 [Swing Loan
Requests] or Section 4.2 [Interest Periods] or notice relating to voluntary
prepayments under Section 5.4.1 [Voluntary Prepayments] or notice relating to
voluntary Commitment reductions under Section 5.5 [Voluntary Commitment
Reductions], or

                        (iii) default by the Borrower in the performance or
observance of any covenant or condition contained in this Agreement or any other
Loan Document, including any failure of the Borrower to pay when due (by
acceleration or otherwise) any principal of or interest on the Loans, Letter of
Credit Fees, or Facility Fees or any other amount due hereunder.

                                       43
<PAGE>

                  If any Bank sustains or incurs any such loss or expense, it
shall from time to time notify the Borrower of the amount determined in good
faith by such Bank (which determination may include such assumptions,
allocations of costs and expenses and averaging or attribution methods as such
Bank shall deem reasonable) to be necessary to indemnify such Bank for such loss
or expense. Such notice shall set forth in reasonable detail the basis for such
determination. Such amount shall be due and payable by the Borrower to such Bank
thirty (30) days after such notice is given.

      5.7   Interbank Market Presumption.

      For all purposes of this Agreement and each Note with respect to any
aspects of the Euro-Rate or any Loan under the Euro-Rate Option, each Bank and
Agent shall be presumed to have obtained rates, funding, currencies, deposits,
and the like in the London interbank market regardless whether it did so or not;
and, each Bank's and Agent's determination of amounts payable under, and actions
required or authorized by, Sections 4.4 and 5.6 shall be calculated, at each
Bank's and Agent's option, as though each Bank and Agent funded its pro rata
share of each Borrowing Tranche of Loans under the Euro-Rate Option through the
purchase of deposits of the types and maturities corresponding to the deposits
used as a reference in accordance with the terms hereof in determining the
Euro-Rate applicable to such Loans, whether in fact that is the case.

      5.8   Taxes.

            5.8.1. No Deductions.

                   All payments made by Borrower hereunder and under each Note
shall be made free and clear of and without deduction for any present or future
taxes, levies, imposts, deductions, charges, or withholdings, and all
liabilities with respect thereto, excluding taxes imposed on the net income of
any Bank and all income and franchise taxes applicable to any Bank of the United
States (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings, and liabilities being hereinafter referred to as "Taxes"). If
Borrower shall be required by Law to deduct any Taxes from or in respect of any
sum payable hereunder or under any Note, (i) the sum payable shall be increased
as may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 5.8.1) each
Bank receives an amount equal to the sum it would have received had no such
deductions been made, (ii) Borrower shall make such deductions and (iii)
Borrower shall timely pay the full amount deducted to the relevant tax authority
or other authority in accordance with applicable Law.

            5.8.2. Stamp Taxes.

                   In addition, Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges, or
similar levies which arise from any payment made hereunder or from the
execution, delivery, or registration of, or otherwise with respect to, this
Agreement or any Note (hereinafter referred to as "Other Taxes").

                                       44
<PAGE>

           5.8.3. Indemnification for Taxes Paid by a Bank.

                  Borrower shall indemnify each Bank for the full amount of
Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes
imposed by any jurisdiction on amounts payable under this Section 5.8.3) paid by
any Bank and any liability (including penalties, interest, and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were
correctly or legally asserted. This indemnification shall be made within 30 days
from the date a Bank makes written demand therefor.

           5.8.4. Certificate.

                  Within 30 days after the date of any payment of any Taxes by
Borrower, Borrower shall furnish to each Bank, at its address referred to
herein, the original or a certified copy of a receipt evidencing payment
thereof. If no Taxes are payable in respect of any payment by Borrower, such
Borrower shall, if so requested by a Bank, provide a certificate of an officer
of Borrower to that effect.

           5.8.5. Survival.

                  Without prejudice to the survival of any other agreement of
Borrower hereunder, the agreements and obligations of Borrower contained in
Sections 5.8.1 through and including 5.8.4 shall survive the payment in full of
principal and interest hereunder and under any instrument delivered hereunder.

      5.9   Notes.

      Upon the request of any Bank, the Revolving Credit Loans made by such Bank
may be evidenced by a Revolving Credit Note in the form of Exhibit 1.1(R).

      5.10  Settlement Date Procedures.

      In order to minimize the transfer of funds between the Banks and the
Agent, the Borrower may borrow, repay and reborrow Swing Loans and PNC Bank may
make Swing Loans as provided in Section 2.1.2 hereof during the period between
Settlement Dates. Not later than 11:00 a.m., Pittsburgh time, on each Settlement
Date, the Agent shall notify each Bank of its Ratable Share of the total of the
Revolving Credit Loans and the Swing Loans (each a "Required Share"). Prior to
2:00 p.m., Pittsburgh time, on such Settlement Date, each Bank shall pay to the
Agent the amount equal to the difference between its Required Share and its
Revolving Credit Loans, and the Agent shall pay to each Bank its Ratable Share
of all payments made by the Borrower to the Agent with respect to the Revolving
Credit Loans. The Agent shall also effect settlement in accordance with the
foregoing sentence on the proposed Borrowing Dates for Revolving Credit Loans
and may at its option effect settlement on any other Business Day. These
settlement procedures are established solely as a matter of administrative
convenience, and nothing contained in this Section 5.10 shall relieve the Banks
of their obligations to fund Revolving Credit Loans on dates other than a
Settlement Date pursuant to Sections 2.1.1 and 2.2. The Agent may at any time at
its option for any reason whatsoever require each Bank to pay

                                       45
<PAGE>

immediately to the Agent such Bank's Ratable Share of the outstanding Revolving
Credit Loans and each Bank may at any time require the Agent to pay immediately
to such Bank its Revolving Credit Ratable Share of all payments made by the
Borrower to the Agent with respect to the Revolving Credit Loans.

                       6. REPRESENTATIONS AND WARRANTIES

      6.1  Representations and Warranties.

      The Borrower represents and warrants to the Agent and each of the Banks as
follows:

           6.1.1. Organization and Qualification.

                  The Borrower and each Subsidiary of the Borrower that is not
an Inactive Subsidiary is a corporation, partnership or limited liability
company duly organized, validly existing and in good standing under the laws of
the State of New Jersey in the case of the Borrower, or its respective
jurisdiction of organization in the case of such Subsidiary. The Borrower and
each Subsidiary of the Borrower that is not an Inactive Subsidiary has the
lawful power to own or lease its properties and to engage in the business it
presently conducts or proposes to conduct. The Borrower and each Subsidiary of
the Borrower that is not an Inactive Subsidiary is duly licensed or qualified
and in good standing in each jurisdiction where the failure to be so licensed or
qualified could reasonably be expected to result in a Material Adverse Change.

           6.1.2. Subsidiaries.

                  Schedule 6.1.2 states the name of each of the Borrower's
Subsidiaries, its jurisdiction of incorporation, its authorized capital stock,
the issued and outstanding shares (referred to herein as the "Subsidiary
Shares") and the owners thereof if it is a corporation, its outstanding
partnership interests (the "Partnership Interests") if it is a partnership and
its outstanding limited liability company interests, interests assigned to
managers thereof and the voting rights associated therewith (the "LLC
Interests") if it is a limited liability company and also indicates if such
Subsidiary is an Inactive Subsidiary. The Borrower and each Subsidiary of the
Borrower has good and marketable title to all of the Subsidiary Shares,
Partnership Interests and LLC Interests it purports to own, free and clear in
each case of any Lien. All Subsidiary Shares, Partnership Interests and LLC
Interests have been validly issued, and all Subsidiary Shares are fully paid and
nonassessable. All capital contributions and other consideration required to be
made or paid in connection with the issuance of the Partnership Interests and
LLC Interests have been made or paid, as the case may be. There are no options,
warrants or other rights outstanding to purchase any such Subsidiary Shares,
Partnership Interests or LLC Interests except as indicated on Schedule 6.1.2.

                                       46
<PAGE>

            6.1.3. Power and Authority.

                  The Borrower has full power to enter into, execute, deliver
and carry out this Agreement and the other Loan Documents to which it is a
party, to incur the Indebtedness contemplated by the Loan Documents and to
perform its Obligations under the Loan Documents to which it is a party, and all
such actions have been duly authorized by all necessary proceedings on its part.

            6.1.4. Validity and Binding Effect.

                  This Agreement has been duly and validly executed and
delivered by the Borrower, and each other Loan Document which the Borrower is
required to execute and deliver on or after the date hereof will have been duly
executed and delivered by the Borrower on the required date of delivery of such
Loan Document. This Agreement and each other Loan Document constitutes, or will
constitute, legal, valid and binding obligations of the Borrower on and after
its date of delivery thereof, enforceable against the Borrower in accordance
with its terms, except to the extent that enforceability of any of such Loan
Document may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforceability of creditors' rights generally
or limiting the right of specific performance.

            6.1.5. No Conflict.

                  Neither the execution and delivery of this Agreement or the
other Loan Documents by the Borrower nor the consummation of the transactions
herein or therein contemplated or compliance with the terms and provisions
hereof or thereof by the Borrower will conflict with, constitute a default under
or result in any breach of (i) the terms and conditions of the certificate of
incorporation, bylaws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or
other organizational documents of the Borrower or (ii) any Law or any material
agreement or instrument or order, writ, judgment, injunction or decree to which
the Borrower or any of its Subsidiaries is a party or by which it or any of its
Subsidiaries is bound or to which it is subject, or result in the creation or
enforcement of any Lien, charge or encumbrance whatsoever upon any property (now
or hereafter acquired) of the Borrower or any of its Subsidiaries (other than
Liens granted under the Loan Documents).

            6.1.6. Litigation.

                  Except as set forth in the SEC Filings, there are no actions,
suits, proceedings or investigations (other than Environmental Complaints which
are specifically addressed in Section 6.1.21 [Environmental Matters]) pending
or, to the knowledge of the Borrower, threatened against the Borrower or any
Subsidiary of the Borrower at law or equity before any Official Body which
individually or in the aggregate could reasonably be expected to result in a
Material Adverse Change. None of the Borrower or any Subsidiaries of the
Borrower is in violation of any order, writ, injunction or any decree of any
Official Body which could reasonably be expected to result in any Material
Adverse Change.

                                       47
<PAGE>

            6.1.7. Title to Properties.

                  The Borrower and each Subsidiary of the Borrower has good and
marketable title to or valid leasehold interest in all properties, assets and
other rights which it purports to own or lease or which are reflected as owned
or leased on its books and records, free and clear of all Liens and encumbrances
(other than Environmental Complaints which are specifically addressed in Section
6.1.21 [Environmental Matters]) except Permitted Liens, and subject to the terms
and conditions of the applicable leases. All leases of property are in full
force and effect without the necessity for any consent which has not previously
been obtained upon consummation of the transactions contemplated hereby.

            6.1.8. Financial Statements.

                        (i)   Historical Statements. The Borrower has delivered
to the Agent copies of its audited consolidated year-end financial statements
for and as of the end of the fiscal year ended September 30, 2004 (the
"Historical Statements"). The Historical Statements were compiled from the books
and records maintained by the Borrower's management, are correct and complete
and fairly represent the consolidated financial condition of the Borrower and
its Subsidiaries as of their dates and the results of operations for the fiscal
periods then ended and have been prepared in accordance with GAAP consistently
applied.

                        (ii)  Accuracy of Financial Statements. Neither the
Borrower nor any Subsidiary of the Borrower has any liabilities, contingent or
otherwise, or forward or long-term commitments that are not disclosed in the
Historical Statements or in the notes thereto, and except as disclosed therein
there are no unrealized or anticipated losses from any commitments of the
Borrower or any Subsidiary of the Borrower that could reasonably be expected to
cause a Material Adverse Change. Since September 30, 2004, no Material Adverse
Change has occurred.

            6.1.9. Use of Proceeds; Margin Stock; Section 20 Subsidiaries.

                        6.1.9.1 General.

                  The Borrower intends to use the proceeds of the Loans in
accordance with Sections 2.8 and 8.1.10.

                        6.1.9.2 Margin Stock.

                  Neither the Borrower nor any Subsidiary of the Borrower
engages or intends to engage principally, or as one of its important activities,
in the business of extending credit for the purpose, immediately, incidentally
or ultimately, of purchasing or carrying margin stock (within the meaning of
Regulation U). No part of the proceeds of any Loan has been or will be used,
immediately, incidentally or ultimately, to purchase or carry any margin stock
or to extend credit to others for the purpose of purchasing or carrying any
margin stock or to refund Indebtedness originally incurred for such purpose, or
for any purpose which entails a violation of or which is inconsistent with the
provisions of the regulations of the Board

                                       48
<PAGE>

of Governors of the Federal Reserve System. Neither the Borrower nor any
Subsidiary of the Borrower holds or intends to hold margin stock in such amounts
that more than 25% of the reasonable value of the assets of the Borrower or any
Subsidiary of the Borrower is or will be represented by margin stock.

                        6.1.9.3 Section 20 Subsidiaries.

                  The Borrower is unaware of any circumstances where any portion
of the proceeds of the Loans would be used to purchase any Ineligible Securities
being underwritten by a Section 20 Subsidiary.

            6.1.10. Full Disclosure.

                    Neither this Agreement nor any other Loan Document, nor any
certificate, statement, agreement or other documents furnished to the Agent or
any Bank in connection herewith or therewith, contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained herein and therein, in light of the circumstances under
which they were made, not misleading. There is no fact known to the Borrower
that could reasonably be expected to result in a Material Adverse Change which
has not been set forth in this Agreement or in the certificates, statements,
agreements or other documents furnished in writing to the Agent and the Banks
prior to or at the date hereof in connection with the transactions contemplated
hereby or otherwise disclosed in the SEC Filings.

            6.1.11. Taxes.

                  All federal, state, local and other tax returns required to
have been filed with respect to the Borrower and each Subsidiary of the Borrower
have been filed, and payment or adequate provision has been made for the payment
of all taxes, fees, assessments and other governmental charges which have or may
become due pursuant to said returns or to assessments received, except (i) to
the extent that such taxes, fees, assessments and other charges are being
contested in good faith by appropriate proceedings diligently conducted and for
which such reserves or other appropriate provisions if any, as shall be required
by GAAP shall have been made or (ii) to the extent that with respect to taxes
(other than any U.S. federal or state income taxes, state taxes on equity or
capital or comparable state taxes on income, equity or capital and which are
otherwise related to the conduct of business or local real property taxes all of
which taxes are subject to the requirements of the immediately preceding clause
(i)), fees, assessments or other government charges, the failure to so pay or so
contest could not reasonably be expected to result in a Material Adverse Change.
There are no agreements or waivers extending the statutory period of limitations
applicable to any federal income tax return of the Borrower or any Subsidiary of
the Borrower for any period.

            6.1.12. Consents and Approvals.

                    No consent, approval, exemption, order or authorization of,
or a registration or filing with, any Official Body or any other Person is
required by any Law or any

                                       49
<PAGE>

agreement in connection with the execution, delivery and carrying out of this
Agreement and the other Loan Documents by the Borrower, except as listed on
Schedule 6.1.12, all of which shall have been obtained or made on or prior to
the Closing Date except as otherwise indicated on Schedule 6.1.12.

            6.1.13. No Event of Default; Compliance With Instruments.

                    No event has occurred and is continuing and no condition
exists or will exist after giving effect to the borrowings or other extensions
of credit to be made on the Closing Date under or pursuant to the Loan Documents
which constitutes an Event of Default or Potential Default. None of the Borrower
nor any Subsidiaries of the Borrower is in violation of (i) any term of its
certificate of incorporation, bylaws, certificate of limited partnership,
partnership agreement, certificate of formation, limited liability company
agreement or other organizational documents or (ii) any material agreement or
instrument to which it is a party or by which it or any of its properties may be
subject or bound where such violation could reasonably be expected to result in
a Material Adverse Change.

            6.1.14. Patents, Trademarks, Copyrights, Licenses, Etc.

                    The Borrower and each Subsidiary of the Borrower owns or has
the contractual right to use all the patents, trademarks, service marks, trade
names, copyrights, licenses, registrations, franchises, permits and rights
reasonably necessary to own and operate its properties and to carry on its
business as presently conducted and planned to be conducted by the Borrower or
such Subsidiary, without known possible, alleged or actual conflict with the
rights of others, except where the failure to do so could not reasonably be
expected to have a Material Adverse Change.

            6.1.15. Insurance.

                    No notice has been given or claim made and no grounds exist
to cancel or avoid any of such policies or bonds or to reduce the coverage
provided thereby. Such policies and bonds provide adequate coverage from
reputable and financially sound insurers in amounts sufficient to insure the
assets and risks of the Borrower and each Subsidiary of the Borrower in
accordance with prudent business practice in the industry of the Borrower and
its Subsidiaries.

            6.1.16. Compliance With Laws.

                    The Borrower and its Subsidiaries are in compliance in all
material respects with all applicable Laws (other than Environmental Laws which
are specifically addressed in Section 6.1.21 [Environmental Matters]) in all
jurisdictions in which the Borrower or any Subsidiary of the Borrower is
presently or will be doing business except where the failure to do so could not
reasonably be expected to result in a Material Adverse Change.

                                       50
<PAGE>

            6.1.17. Material Contracts; Burdensome Restrictions.

                    All material contracts relating to the business operations
of the Borrower and each Subsidiary of the Borrower, including all employee
benefit plans and Labor Contracts are valid, binding and enforceable upon the
Borrower or such Subsidiary and, to the best of the Borrower's knowledge, each
of the other parties thereto in accordance with their respective terms; and
there is no default thereunder, to the Borrower's knowledge, with respect to
parties other than the Borrower or such Subsidiary. None of the Borrower or its
Subsidiaries is bound by any contractual obligation, or subject to any
restriction in any organization document, or any requirement of Law which could
reasonably be expected to result in a Material Adverse Change.

            6.1.18. Investment Companies; Regulated Entities.

                    Neither the Borrower nor any Subsidiaries of the Borrower is
an "investment company" registered or required to be registered under the
Investment Company Act of 1940 or under the "control" of an "investment company"
as such terms are defined in the Investment Company Act of 1940 and shall not
become such an "investment company" or under such "control." Neither the
Borrower nor any Subsidiaries of the Borrower is a "holding company" or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company" within the meaning of the Public Utility Holding Company Act of 1935,
as amended. Neither the Borrower nor any Subsidiaries of the Borrower is subject
to any other federal or state statute or regulation limiting its ability to
incur Indebtedness for borrowed money.

            6.1.19. Plans and Benefit Arrangements.

                        (i)   The Borrower and each other member of the ERISA
Group are in compliance in all material respects with any applicable provisions
of ERISA with respect to all Benefit Arrangements, Plans and Multiemployer
Plans. There has been no Prohibited Transaction with respect to any Benefit
Arrangement or any Plan or, to the best knowledge of the Borrower, with respect
to any Multiemployer Plan or Multiple Employer Plan, which could result in any
material liability of the Borrower or any other member of the ERISA Group. The
Borrower and all other members of the ERISA Group have made when due any and all
payments required to be made under any agreement relating to a Multiemployer
Plan or a Multiple Employer Plan or any Law pertaining thereto. With respect to
each Plan and Multiemployer Plan, the Borrower and each other member of the
ERISA Group (i) have fulfilled in all material respects their obligations under
the minimum funding standards of ERISA, (ii) have not incurred any liability to
the PBGC, and (iii) have not had asserted against them any penalty for failure
to fulfill the minimum funding requirements of ERISA. All Plans, Benefit
Arrangements and Multiemployer Plans have been administered in all material
respects in accordance with their terms and applicable Law.

                        (ii)  No event requiring notice to the PBGC under
Section 302(f)(4)(A) of ERISA has occurred or is reasonably expected to occur
with respect to

                                       51
<PAGE>

any Plan, and no amendment with respect to which security is required under
Section 307 of ERISA has been made or is reasonably expected to be made to any
Plan.

                    (iii) Neither the Borrower nor any other member of the ERISA
Group has incurred or reasonably expects to incur any material withdrawal
liability under ERISA to any Multiemployer Plan or Multiple Employer Plan.
Neither the Borrower nor any other member of the ERISA Group has been notified
by any Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan
or Multiple Employer Plan has been terminated within the meaning of Title IV of
ERISA and, to the best knowledge of the Borrower, no Multiemployer Plan or
Multiple Employer Plan is reasonably expected to be reorganized or terminated,
within the meaning of Title IV of ERISA.

            6.1.20. Employment Matters.

                  The Borrower and each Subsidiary of the Borrower is in
compliance with the Labor Contracts and all applicable federal, state and local
labor and employment Laws including those related to equal employment
opportunity and affirmative action, labor relations, minimum wage, overtime,
child labor, medical insurance continuation, worker adjustment and relocation
notices, immigration controls and worker and unemployment compensation, where
the failure to comply could reasonably be expected to result in a Material
Adverse Change. There are no outstanding grievances, arbitration awards or
appeals therefrom arising out of the Labor Contracts or current or threatened
strikes, picketing, handbilling or other work stoppages or slowdowns at
facilities of the Borrower or any Subsidiary of the Borrower which in any case
could reasonably be expected to result in a Material Adverse Change. The
Borrower has delivered to the Agent true and correct copies of each of the Labor
Contracts.

            6.1.21. Environmental Matters.

                  None of the Borrower or any Subsidiary of the Borrower has
received any Environmental Complaint and the Borrower does not have any reason
to believe that such an Environmental Complaint might be received. There are no
pending or, to the Borrower's knowledge, threatened Environmental Complaints
relating to the Borrower or any Subsidiary of the Borrower, or any of the
Properties or, to the Borrower's knowledge, any prior owner, operator or
occupant of any of the Properties pertaining to, or arising out of, any
Contamination or violations of Environmental Laws or Environmental Permits which
could reasonably be expected to result in a Material Adverse Change. The
Borrower and its Subsidiaries are in compliance with all applicable
Environmental Laws in all jurisdictions in which the Borrower or any of its
Subsidiaries is doing business except where the failure to do so could not
reasonably be expected to result in a Material Adverse Change. The Borrower
holds and its Subsidiaries hold and are operating in compliance with
Environmental Permits, except where the failure to do so could not reasonably be
expected to result in a Material Adverse Change.

                                       52
<PAGE>

            6.1.22. Senior Debt Status.

                  The Obligations of the Borrower under this Agreement and each
of the other Loan Documents to which it is a party do rank and will rank at
least pari passu in priority of payment with all other Indebtedness of the
Borrower, except Indebtedness of the Borrower to the extent secured by Permitted
Liens. There is no Lien upon or with respect to any of the properties or income
of the Borrower or any Subsidiary of the Borrower which secures indebtedness or
other obligations of any Person except for Permitted Liens.

            6.1.23. Hedging Contract Policies.

                  Schedule 6.1.23 is a true and correct copy of Hedging Contract
Policies. The Borrower and each Subsidiary of the Borrower is subject to and is
in compliance with the Hedging Contract Policies (notwithstanding that such
policies only refer specifically to NJR Energy Services Company) as if such
policies were the stated policies of the Borrower and each Subsidiary of the
Borrower, and the Borrower shall, and shall cause each of its Subsidiaries which
engages in any Hedging Transaction to continue to comply with the Hedging
Contract Policies as if such policies were the stated policies of the Borrower
and each Subsidiary of the Borrower.

            6.1.24. Permitted Related Business Opportunities.

                  The information set forth on Schedule 6.1.24 is true, complete
and correct in all material respects and sets forth a list of the Investments in
Permitted Related Business Opportunities of the Borrower and its Subsidiaries as
of the Closing Date and includes, without limitation, the amount and nature of
each such Investment, a description of the activities engaged in by the Borrower
and its Subsidiaries in connection with such Investment, and a description of
the activities engaged in by the Person in which the Investment has been made.

            6.1.25. Anti-Terrorism Laws; Executive Order No. 13224.

            Neither the Borrower nor any Subsidiary of the Borrower is any of
the following (each a "Blocked Person"):

            (i) a Person that is listed in the annex to, or is otherwise subject
to the provisions of, the Executive Order No. 13224;

            (ii) a Person owned or controlled by, or acting for or on behalf of,
any Person that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order No. 13224;

            (iii) a Person or entity with which any Bank is prohibited from
dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

            (iv) a Person or entity that commits, threatens or conspires to
commit or supports "terrorism" as defined in the Executive Order No. 13224;

                                       53
<PAGE>

            (v) a Person or entity that is named as a "specially designated
national" on the most current list published by the United States Treasury
Department Office of Foreign Asset Control at its official website or any
replacement website or other replacement official publication of such list, or

            (vi) a Person or entity who is affiliated or associated with a
Person or entity listed above.

      6.2 Continuation of Representations.

      The Borrower makes the representations and warranties in this Section 6 on
the date hereof, on the Closing Date, and each date thereafter on which a Loan
is made or a Letter of Credit is issued as provided in and subject to Sections
7.1 and 7.2.

           7. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

      The obligation of each Bank to make Loans and of the Agent to issue
Letters of Credit hereunder is subject to the performance by the Borrower of its
Obligations to be performed hereunder at or prior to the making of any such
Loans or issuance of such Letters of Credit and to the satisfaction of the
following further conditions:

      7.1 First Loans and Letters of Credit.

      On the Closing Date:

            7.1.1. Officer's Certificate.

                  The representations and warranties of the Borrower contained
in Section 6 and in each of the other Loan Documents shall be true and accurate
on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date (except
representations and warranties which relate solely to an earlier date or time,
which representations and warranties shall be true and correct on and as of the
specific dates or times referred to therein), and the Borrower shall have
performed and complied with all covenants and conditions hereof and thereof, no
Event of Default or Potential Default shall have occurred and be continuing or
shall exist; and there shall be delivered to the Agent for the benefit of each
Bank a certificate of the Borrower, dated the Closing Date and signed by the
Chief Executive Officer, President, Chief Financial Officer or other Authorized
Officer of the Borrower, to each such effect.

            7.1.2. Secretary's Certificate.

                  There shall be delivered to the Agent for the benefit of each
Bank a certificate dated the Closing Date and signed by the Secretary or an
Assistant Secretary of the Borrower, certifying as appropriate as to:

                                       54
<PAGE>

                        (i) all action taken by the Borrower in connection with
this Agreement and the other Loan Documents;

                        (ii) the names of the officer or officers authorized to
sign this Agreement and the other Loan Documents and the true signatures of such
officer or officers and specifying the Authorized Officers permitted to act on
behalf of the Borrower for purposes of this Agreement and the true signatures of
such officers, on which the Agent and each Bank may conclusively rely; and

                        (iii) copies of its organizational documents, including
its certificate of incorporation, bylaws, certificate of limited partnership,
partnership agreement, certificate of formation, and limited liability company
agreement as in effect on the Closing Date certified by the appropriate state
official where such documents are filed in a state office together with
certificates from the appropriate state officials as to the continued existence
and good standing of the Borrower in each state where organized or qualified to
do business and a bring-down certificate by facsimile dated the Closing Date.

            7.1.3. Opinion of Counsel.

                  There shall be delivered to the Agent for the benefit of each
Bank a written opinion of (a) Windels Marx Lane & Mittendorf, LLP, counsel for
the Borrower (who may rely on the opinions of such other counsel and
Certificates of the Borrower's in-house counsel as may be reasonably acceptable
to the Agent), dated the Closing Date and in substantially the form attached
hereto as Exhibit 7.1.3 (A), and (b) Oleta J. Harden, in-house counsel for the
Borrower, dated the Closing Date and in substantially the form attached hereto
as Exhibit 7.1.3 (B).

            7.1.4. Legal Details.

                  All legal details and proceedings in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be in form and substance satisfactory to the Agent and counsel for the Agent,
and the Agent shall have received all such other counterpart originals or
certified or other copies of such documents and proceedings in connection with
such transactions, in form and substance satisfactory to the Agent and said
counsel, as the Agent or said counsel may reasonably request. The Agent shall
have received this Agreement executed by the Borrower and each Bank.

            7.1.5. Payment of Fees.

                  The Borrower shall have paid or caused to be paid to the Agent
for itself and for the account of the Banks to the extent not previously paid
all fees accrued through the Closing Date and the costs and expenses for which
the Agent and the Banks are entitled to be reimbursed.

                                       55
<PAGE>

            7.1.6. Consents.

                  The material consents, if any, required to effectuate the
transactions contemplated hereby as set forth on Schedule 6.1.12 shall have been
obtained.

            7.1.7. Officer's Certificate Regarding MACs.

                  Since September 30, 2004, no Material Adverse Change shall
have occurred; prior to the Closing Date, there shall have been no material
change in the management of the Borrower; and there shall have been delivered to
the Agent for the benefit of each Bank a certificate dated the Closing Date and
signed by the Chief Executive Officer, President, Chief Financial Officer or
other Authorized Officer of the Borrower to each such effect.

            7.1.8. No Violation of Laws.

                  The making of the Loans and the issuance of the Letters of
Credit shall not contravene any Law applicable to the Borrower or any of the
Banks.

            7.1.9. No Actions or Proceedings.

                  No action, proceeding, investigation, regulation or
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain or prohibit, or to
obtain damages in respect of, this Agreement, the other Loan Documents or the
consummation of the transactions contemplated hereby or thereby or which, in the
Agent's sole discretion, would make it inadvisable to consummate the
transactions contemplated by this Agreement or any of the other Loan Documents.

            7.1.10. Hedging Contract Policies.

                  The Borrower shall have delivered to the Agent and each Bank a
true and complete copy of the Hedging Contract Policies, and the Hedging
Contract Policies shall be satisfactory in form and substance to each Bank.

            7.1.11. Termination of Commitments and Repayment of Outstanding
Indebtedness.

                  The Borrower shall have repaid all obligations, indebtedness,
interest fees, expenses and other amounts due and owing under the Existing
Credit Facility, all commitments to lend thereunder shall have been irrevocably
terminated and all letters of credit issued thereunder shall have been
terminated (except for the Existing Letters of Credit), all to the satisfaction
of the Agent.

      7.2 Each Additional Loan or Letter of Credit.


      At the time of making any Loans or issuing any Letters of Credit other
than Loans made or Letters of Credit issued on the Closing Date and after giving
effect to the proposed

                                       56
<PAGE>

extensions of credit: the representations and warranties of the Borrower
contained in Section 6 and in the other Loan Documents shall be true on and as
of the date of such additional Loan or Letter of Credit with the same effect as
though such representations and warranties had been made on and as of such date
(except representations and warranties which expressly relate solely to an
earlier date or time, which representations and warranties shall be true and
correct on and as of the specific dates or times referred to therein) and the
Borrower shall have performed and complied with all covenants and conditions
hereof; no Event of Default or Potential Default shall have occurred and be
continuing or shall exist; the making of the Loans or issuance of such Letters
of Credit shall not contravene any Law applicable to the Borrower or any
Subsidiary of the Borrower or any of the Banks; and the Borrower shall have
delivered to the Agent a duly executed and completed Loan Request, Swing Loan
Request, or application for a Letter of Credit as the case may be.

                                  8. COVENANTS

      8.1 Affirmative Covenants.

      The Borrower covenants and agrees that until payment in full of the Loans,
Reimbursement Obligations and Letter of Credit Borrowings, and interest thereon,
expiration or termination of all Letters of Credit, satisfaction of all of the
Borrower's other Obligations under the Loan Documents and termination of the
Commitments, the Borrower shall comply at all times with the following
affirmative covenants:

            8.1.1. Preservation of Existence, Etc.

                  The Borrower shall, and shall cause each of its Subsidiaries
to, maintain its legal existence as a corporation, limited partnership or
limited liability company and its license or qualification and good standing in
each jurisdiction in which its ownership or lease of property or the nature of
its business makes such license or qualification necessary, except (i) where the
lack of legal existence of any Subsidiary or the failure to be so licensed or
qualified could not reasonably be expected to have a Material Adverse Change, or
(ii) as otherwise expressly permitted in Section 8.2.5 [Liquidations, Mergers,
Etc.].

            8.1.2. Payment of Liabilities, Including Taxes, Etc.

                  The Borrower shall, and shall cause each of its Subsidiaries
to, duly pay and discharge all liabilities to which it is subject or which are
asserted against it, promptly as and when the same shall become due and payable,
including all taxes, assessments and governmental charges upon it or any of its
properties, assets, income or profits, prior to the date on which penalties
attach thereto, except to the extent that such liabilities, including taxes,
assessments or charges, are being contested in good faith and by appropriate and
lawful proceedings diligently conducted and for which such reserve or other
appropriate provisions, if any, as shall be required by GAAP shall have been
made, but only to the extent that failure to

                                       57
<PAGE>

discharge any such liabilities would not result in any additional liability
which could reasonably be expected to result in a Material Adverse Change.

            8.1.3. Maintenance of Insurance.

                  The Borrower shall, and shall cause each of its Subsidiaries
to, insure its properties and assets against loss or damage by fire and such
other insurable hazards as such assets are commonly insured (including fire,
extended coverage, property damage, workers' compensation, public liability and
business interruption insurance) and against other risks (including errors and
omissions) in such amounts as similar properties and assets are insured by
prudent companies in similar circumstances carrying on similar businesses, and
with reputable and financially sound insurers, including self-insurance to the
extent customary.

            8.1.4. Maintenance of Properties and Leases.

                  The Borrower shall, and shall cause each of its Subsidiaries
to, maintain in good repair, working order and condition (ordinary wear and tear
excepted) in accordance with the general practice of other businesses of similar
character and size, all of those properties useful or necessary to its business,
and from time to time, the Borrower will make or cause to be made all
appropriate repairs, renewals or replacements thereof.

            8.1.5. Maintenance of Patents, Trademarks, Etc.

                  The Borrower shall, and shall cause each of its Subsidiaries
to, maintain in full force and effect all patents, trademarks, service marks,
trade names, copyrights, licenses, franchises, permits and other authorizations
necessary for the ownership and operation of its properties and business if the
failure so to maintain the same could constitute a Material Adverse Change.

            8.1.6. Visitation Rights.

                  The Borrower shall, and shall cause each of its Subsidiaries
to, permit any of the officers or authorized employees or representatives of the
Agent or any of the Banks to visit and inspect any of its properties and to
examine and make excerpts from its books and records and discuss its business
affairs, finances and accounts with its officers, all in such detail and at such
times and as often as any of the Banks may reasonably request, provided that
each Bank shall provide the Borrower and the Agent with reasonable notice prior
to any visit or inspection, and, prior to an Event of Default, any such visit or
inspection shall occur during regular business hours. In the event any Bank
desires to conduct an audit of the Borrower and/or any one or more of its
Subsidiaries, such Bank shall make a reasonable effort to conduct such audit
contemporaneously with any audit to be performed by the Agent, and prior to an
Event of Default, any such audit (whether by the Agent or any Bank) shall be at
the sole cost and expense of the Agent or such Bank, as the case may be.

                                       58
<PAGE>

            8.1.7. Keeping of Records and Books of Account.

                  The Borrower shall, and shall cause each Subsidiary of the
Borrower to, maintain and keep proper books of record and account which enable
the Borrower and its Subsidiaries to issue financial statements in accordance
with GAAP and as otherwise required by applicable Laws of any Official Body
having jurisdiction over the Borrower or any Subsidiary of the Borrower, and in
which full, true and correct entries shall be made in all material respects of
all its dealings and business and financial affairs.

            8.1.8. Plans and Benefit Arrangements.

                  The Borrower shall, and shall cause each of its Subsidiaries
and each other member of the ERISA Group to, comply with ERISA, the Internal
Revenue Code and other applicable Laws applicable to Plans and Benefit
Arrangements except where such failure, alone or in conjunction with any other
failure, would not reasonably be expected to result in a Material Adverse
Change. Without limiting the generality of the foregoing, the Borrower shall
cause all of its Plans and all Plans maintained by any of its Subsidiaries and
any member of the ERISA Group to be funded in accordance with the minimum
funding requirements of ERISA and shall make, and cause each member of the ERISA
Group to make, in a timely manner, all contributions due to Plans, Benefit
Arrangements and Multiemployer Plans.

            8.1.9. Compliance With Laws.

                  The Borrower shall, and shall cause each of its Subsidiaries
to, comply with all applicable Laws, including all Environmental Laws, in all
material respects, provided that it shall not be deemed to be a violation of
this Section 8.1.9 if any failure to comply with any Law would not result in
fines, penalties, costs associated with the performance of any Remedial Actions,
other similar liabilities or injunctive relief which in the aggregate could not
reasonably be expected to result in a Material Adverse Change. Without limiting
the generality of the foregoing, the Borrower shall, and shall cause each of its
Subsidiaries to, obtain, maintain, renew and comply with all Environmental
Permits applicable to their respective operations and activities, provided that
it shall not be deemed to be a violation of this Section 8.1.9 if any failure to
do so would not result in cease and desist orders or fines, penalties or other
similar liabilities or injunctive relief which in the aggregate could not
reasonably be expected to result in a Material Adverse Change.

            8.1.10. Use of Proceeds.

                  The Borrower will use the Letters of Credit and the proceeds
of the Loans only for general corporate purposes of the Borrower and for working
capital of the Borrower (including, without limitation (i) the use of Letters of
Credit to support obligations arising in the ordinary course of the business of
the Borrower, as such business is permitted to be conducted pursuant to Section
8.2.9 (ii) to support the issuance by the Borrower of short term notes in the
commercial paper market and (iii) to repay and terminate Indebtedness
outstanding under the Existing Credit Facility). The Borrower shall not use the
Letters of Credit or the

                                       59
<PAGE>

proceeds of the Loans for any purposes which contravenes any applicable Law or
any provision hereof.

            8.1.11. Hedging Contract Policies.

                  The Borrower and each Subsidiary of the Borrower shall comply
with the Hedging Contract Policies (notwithstanding that such policies only
refer specifically to NJR Energy Services Company) as if such policies were the
stated policies of the Borrower and each of its Subsidiaries.

      8.2 Negative Covenants.

      The Borrower covenants and agrees that until payment in full of the Loans,
Reimbursement Obligations and Letter of Credit Borrowings, and interest thereon,
expiration or termination of all Letters of Credit, satisfaction of all of the
Borrower's other Obligations hereunder and termination of the Commitments, the
Borrower shall comply with the following negative covenants:

            8.2.1. Indebtedness.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, at any time create, incur, assume or suffer to exist any
Indebtedness, except:

                        (i) Indebtedness under the Loan Documents;

                        (ii) Existing Indebtedness as set forth on Schedule
8.2.1 (including any extensions or renewals thereof, provided there is no
increase in the amount thereof or other significant change in the terms thereof
unless otherwise specified on Schedule 8.2.1);

                        (iii) Additional Indebtedness issued by the Borrower in
accordance with Article Two of the Mortgage Indenture (as the Mortgage Indenture
is in effect on the Closing Date), provided that such additional Indebtedness
shall not contain (i) covenants, defaults and other terms and conditions more
restrictive than those contained in this Agreement or (ii) any negative
covenants, financial covenants, and defaults that are not also contained in this
Agreement, and shall specifically and expressly not contain any covenant or
agreement with respect to the issuance or payment of dividends more restrictive
than the restrictions contained in Section 4.1 of the Twenty-Sixth Supplemental
Indenture dated as of October 1, 1995, supplemental to the Mortgage Indenture;

                        (iv) Additional, unsecured Indebtedness of the Borrower
(including, without limitation, the NJNG Notes) incurred after the Closing Date,
not to exceed at any time outstanding, after giving effect thereto, 65% of
Consolidated Total Capitalization, so long as, both before and after giving
effect to any proposed additional Indebtedness: (a) no Default or Event of
Default shall have occurred and be continuing and (b) provided that such
additional Indebtedness shall not contain (i) covenants, defaults and other
terms and conditions more restrictive than those contained in this Agreement or
(ii) any negative covenants, financial

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covenants, and defaults that are not also contained in this Agreement, and
provided further, that with respect to the NJNG Notes and any refinancing
thereof, any Indebtedness refinancing the NJNG Notes shall: (a) be unsecured,
(b) be on terms (including, without limitation the events of default, covenants,
and prepayment, redemption and repurchase provisions) no more restrictive in any
material respect than the NJNG Note Agreement unless the Borrower shall have
irrevocably offered the Agent and the Banks to enter at any time into an
amendment of this Agreement to add to this Agreement substantially similar
covenants, provisions or Events of Default, as the case may be, (c) have a
maturity date no earlier than 180 days after the Expiration Date, and (d) have
an interest rate not materially in excess of prevailing rates at such time for
like transactions with a borrower of comparable credit rating to the Borrower;

                        (v) Additional Indebtedness, in respect of capitalized
leases (including, without limitation, capitalized leases for metered assets)
not to exceed at any time outstanding in the aggregate for the Borrower and its
Subsidiaries, $60,000,000;

                        (vi) Additional Indebtedness of the Borrower arising
under any Hedging Transaction;

                        (vii) Additional Indebtedness, at any time outstanding
not to exceed $10,000,000, secured by Liens permitted by Section 8.2.2(i);

                        (viii) Additional Indebtedness not to exceed at any time
outstanding in the aggregate for the Borrower and its Subsidiaries $75,000,000,
so long as: (a) such Indebtedness is Indebtedness of an Acquired Person which
existed prior to the consummation of the Permitted Acquisition in connection
with which such Acquired Person was acquired by a Loan Party and such
Indebtedness was not incurred in contemplation of or in connection with such
Permitted Acquisition; and (b) such Indebtedness if secured is secured by Liens
permitted by clause (xii) of the definition of Permitted Liens; and

                        (ix) Indebtedness, secured by Purchase Money Security
Interests as permitted by clause (xi) of the definition of Permitted Liens, not
to exceed at any time outstanding in the aggregate for the Borrower and its
Subsidiaries $20,000,000.

            8.2.2. Liens.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, at any time create, incur, assume or suffer to exist any Lien
on any of its property or assets, tangible or intangible, now owned or hereafter
acquired, or agree or become liable to do so, except:

                        (i) Liens existing on such property at the time of the
acquisition of such property; provided that the fair market value of all assets
secured as permitted by this Section 8.2.2 clause (i) shall not exceed, at any
time, $10,000,000 and provided further that the Indebtedness secured by Liens
permitted by this Section 8.2.2 clause (i) shall not at any time outstanding
exceed $10,000,000;

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<PAGE>

                        (ii) Permitted Liens; and

                        (iii) Extensions or renewals of any Lien described in
clause (i) or (ii) of this Section 8.2.2, provided that: (a) any such extension
or renewal shall be limited to the property theretofore subject to such Lien,
and (b) the principal amount of the Indebtedness secured by such Lien shall not
be increased and shall otherwise be permitted by Section 8.2.1.

            8.2.3. Guaranties.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, at any time, directly or indirectly, become or be liable in
respect of any Guaranty, or assume, guarantee, become surety for, endorse or
otherwise agree, become or remain directly or contingently liable upon or with
respect to any obligation or liability of any other Person, except for

                        (i) Guaranties of any Subsidiary of the Borrower of
obligations of the Borrower arising under any Hedging Transaction;

                        (ii) Guaranties by the Borrower of various obligations
of any of its Subsidiaries in connection with any transaction arising in
connection with its ordinary course of business as conducted on the Closing Date
or as otherwise permitted to be conducted pursuant to Section 8.2.9; and

                        (iii) Guaranties of the Borrower or any Subsidiary of
the Borrower of Indebtedness permitted by clause (viii) of Section 8.2.1
[Indebtedness].

            8.2.4. Loans and Investments.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, at any time make or suffer to remain outstanding any loan or
advance to, or purchase, acquire or own any stock, bonds, notes or securities
of, or any partnership interest (whether general or limited) or limited
liability company interest in, or any other investment or interest in, or make
any capital contribution to, any other Person, or agree, become or remain liable
to do any of the foregoing (any of the foregoing being an "Investment"), except:

                        (i) trade credit extended on usual and customary terms
in the ordinary course of business;

                        (ii) advances to employees to meet expenses incurred by
such employees in the ordinary course of business;

                        (iii) Permitted Investments; and

                        (iv) any Investment which constitutes a Permitted
Acquisition in accordance with Section 8.2.5 [Liquidations, Mergers,
Consolidations, Acquisitions].

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<PAGE>

            8.2.5. Liquidations, Mergers, Consolidations, Acquisitions.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party
to any merger or consolidation, or acquire by purchase, lease or otherwise all
or substantially all of the assets or capital stock of any other Person,
provided that:

                  (1) any such Subsidiary may consolidate or merge into another
such Subsidiary which is wholly owned by the Borrower or one or more of such
other Subsidiaries,

                  (2) any Inactive Subsidiary of the Borrower may dissolve,
liquidate or wind-up its affairs or any Inactive Subsidiary of the Borrower may
consolidate or merge into: (a) any other Inactive Subsidiary of the Borrower, or
(b) any other Subsidiary of the Borrower which is not an Inactive Subsidiary so
long as such Inactive Subsidiary has no liabilities, contingent or otherwise,
other than Indebtedness permitted by Section 8.2.1, and

                  (3) the Borrower may acquire, whether by purchase or by
merger, (A) all of the ownership interests of another Person or (B)
substantially all of assets of another Person or of a business or division of
another Person (each a "Permitted Acquisition"), provided that each of the
following requirements is met:

                        a. the board of directors or other equivalent governing
body of such Person shall have approved such Permitted Acquisition and, if the
Borrower shall use any portion of the Loans to fund such Permitted Acquisition,
the Borrower also shall have delivered to the Banks written evidence of the
approval of the board of directors (or equivalent body) of such Person for such
Permitted Acquisition;

                        b. the business acquired, or the business conducted by
the Person whose ownership interests are being acquired, as applicable, shall be
substantially the same as one or more line or lines of business conducted by the
Borrower or otherwise be compliant with Section 8.2.9 [Continuation of or Change
in Business];

                        c. no Potential Default or Event of Default shall exist
immediately prior to and after giving effect to such Permitted Acquisition;

                        d. the Borrower shall demonstrate that it shall be in
compliance with the covenants contained in Sections 8.2.12 and 8.2.13 after
giving effect to such Permitted Acquisition (including in such computation
Indebtedness or other liabilities assumed or incurred in connection with such
Permitted Acquisition but excluding income earned or expenses incurred by the
Person, business or assets to be acquired prior to the date of such Permitted
Acquisition) by delivering at least five (5) Business Days prior to such
Permitted Acquisition a certificate in the form of Exhibit 8.2.5 (the
"Acquisition Compliance Certificate") evidencing such compliance; and

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<PAGE>

                        e. the Borrower shall deliver to the Agent at least five
(5)Business Days before such Permitted Acquisition copies of any agreements
entered into or proposed to be entered into by the Borrower in connection with
such Permitted Acquisition and shall deliver to the Agent such other information
about such Person or its assets as the Agent or any Bank may reasonably require.

            8.2.6. Dispositions of Assets or Subsidiaries.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or
dispose of, voluntarily or involuntarily, any of its properties or assets,
tangible or intangible (including sale, assignment, discount or other
disposition of accounts, contract rights, chattel paper, equipment or general
intangibles with or without recourse or of capital stock, shares of beneficial
interest, partnership interests or limited liability company interests of a
Subsidiary of the Borrower), except:

                        (i) transactions involving the sale of inventory in the
ordinary course of business;

                        (ii) any sale, transfer or lease of assets in the
ordinary course of business which are no longer necessary or required in the
conduct of the Borrower's or such Subsidiary's business;

                        (iii) any sale, transfer or lease of assets by any
wholly owned Subsidiary of the Borrower to the Borrower;

                        (iv) any sale, transfer or lease of assets in the
ordinary course of business which are replaced by substitute assets acquired or
leased;

                        (v) any sale, transfer or lease of assets, other than
those specifically excepted pursuant to clauses (i) through (iv) above, provided
that (i) at the time of any disposition, no Event of Default shall exist or
shall result from such disposition, and (ii) the aggregate net book value of all
assets so sold by the Borrower and its Subsidiaries shall not exceed in any
fiscal year five (5%) of the consolidated total assets of the Borrower and its
Subsidiaries as determined on a consolidated basis in accordance with GAAP; and

                        (vi) any sale, transfer or lease of assets of any
Inactive Subsidiary of the Borrower.

            8.2.7. Affiliate Transactions.

                  Except solely with respect to any Permitted Related Business
Opportunities as previously disclosed to the Agent and each of the Banks, the
Borrower shall not, and shall not permit any of its Subsidiaries to, enter into
or carry out any transaction (including purchasing property or services from or
selling property or services to any Affiliate of the Borrower or any of its
Subsidiaries or other Person) unless such transaction is not otherwise

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<PAGE>

prohibited by this Agreement, is entered into in the ordinary course of business
upon fair and reasonable arm's-length terms and conditions and is in accordance
with all applicable Law.

            8.2.8. Subsidiaries, Partnerships and Joint Ventures.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, own, acquire or create directly or indirectly any Subsidiaries
(other than New Jersey Resources Foundation Inc., a non-profit corporation
organized under the laws of the State of New Jersey) without the prior written
consent of the Required Banks. The Borrower shall not, and shall not permit any
of its Subsidiaries to, become or agree to (1) become a general or limited
partner in any general or limited partnership, except that the Subsidiaries of
the Borrower may be general or limited partners in other Subsidiaries of the
Borrower and except that Subsidiaries may be a limited partner in a Permitted
Related Business Opportunity, (2) become a member or manager of, or hold a
limited liability company interest in, a limited liability company, except that
Subsidiaries of the Borrower may be members or managers of, or hold limited
liability company interests in, other Subsidiaries of the Borrower and except
that Subsidiaries of the Borrower may be members or managers of, or hold limited
liability company interests in a Permitted Related Business Opportunity, or (3)
become a joint venturer or hold a joint venture interest in any joint venture
except that Subsidiaries of the Borrower may become a joint venturer in or hold
a joint venture interest in any joint venture that is a Permitted Related
Business Opportunity.

            8.2.9. Continuation of or Change in Business.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, engage in any business other than the business of the Borrower
or such Subsidiary substantially as conducted and operated by the Borrower or
such Subsidiary during the present fiscal year, and any line of business or
business activity related or complementary to the business of the Borrower and
its Subsidiaries conducted as of the Closing Date.

            8.2.10. Plans and Benefit Arrangements.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, engage in a Prohibited Transaction with any Plan, Benefit
Arrangement or Multiemployer Plan which, alone or in conjunction with any other
circumstances or set of circumstances resulting in liability under ERISA or
otherwise violate ERISA.

            8.2.11. Fiscal Year.

                  The Borrower shall not, and shall not permit any Subsidiary of
the Borrower to, change its fiscal year from the twelve-month period beginning
October 1 and ending September 30.

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<PAGE>

            8.2.12. Maximum Leverage Ratio.

                  The Borrower shall not at any time permit the ratio of
Consolidated Total Indebtedness of the Borrower and its Subsidiaries to
Consolidated Total Capitalization to exceed 0.65 to 1.00.

            8.2.13. Minimum Interest Coverage Ratio.

                  The Borrower shall not permit the ratio of Consolidated Income
from Operations to Consolidated Interest Expense of the Borrower and its
Subsidiaries, calculated as of the end of each fiscal quarter for the four
fiscal quarters then ended, to be less than 2.50 to 1.00.

            8.2.14. No Limitation on Dividends and Distributions by Borrower or
its Subsidiaries.

                  The Borrower shall not, and shall not permit any Subsidiary of
the Borrower to, enter into or otherwise be bound by any agreement not to pay
dividends or make distributions to the Borrower (in the case of any such
Subsidiary) or to the Parent (in the case of the Borrower), except for the
restrictions that are no more onerous than the restrictions set forth in this
Agreement and the restrictions set forth in the Mortgage Indenture, in each case
as such restrictions exist as of the Closing Date.

            8.2.15. Payment of Dividends; Redemptions.

                  The Borrower shall not, and shall not permit any Subsidiary
to, declare or make any dividend payment or other distribution of assets,
properties, cash, rights, obligations or securities on account of any shares of
any class of capital stock of the Borrower, or purchase, redeem or otherwise
acquire for value (or permit any of its Subsidiaries to do so) any shares of any
class of capital stock or other securities of the Borrower or any warrants,
rights or options to acquire any such shares or other securities, now or
hereafter outstanding, except that the Borrower may (a) declare and make any
dividend payment or other distribution payable in common stock of the Borrower,
(b) purchase, redeem or otherwise acquire shares of its common stock or
warrants, rights or options to acquire any such shares so long as no Event of
Default or Potential Default shall have occurred and is continuing or would
result therefrom, and (c) declare and make its quarterly dividend, so long as,
after giving effect thereto, no Event of Default shall have occurred and is
continuing.

            8.2.16. No Modification of Hedging Contract Policies.

                  The Borrower and each Subsidiary of the Borrower shall not
amend, modify, supplement, restate or rescind the Hedging Contract Policies in a
manner which, compared with past practice of the Borrower and its Subsidiaries,
would render Hedging Transactions entered into pursuant to the Hedging Contract
Policies (as so modified) materially more speculative (it being understood that
such policies are applicable to the Borrower and each

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<PAGE>

Subsidiary of the Borrower as if such policies were the stated policies of the
Borrower and each Subsidiary of the Borrower), without the prior written consent
of the Required Banks.

            8.2.17. Off-Balance Sheet Financing.

                  The Borrower and each Subsidiary of the Borrower shall not
engage in any off-balance sheet transaction (i.e., the liabilities in respect of
which do not appear on the liability side of the balance sheet, with such
balance sheet prepared in accordance with GAAP) providing the functional
equivalent of borrowed money (including asset securitizations, sale/leasebacks
or Synthetic Leases (other than any sale/leaseback transaction or Synthetic
Lease entered into, in either case, with respect to meter assets and which
transaction is otherwise permitted by this Agreement)) with liabilities in
excess, in the aggregate for the Borrower and its Subsidiaries as of any date of
determination, of five (5%) of the total assets of the Borrower and its
Subsidiaries, determined and consolidated in accordance with GAAP as of the date
of determination. For purposes of this Section 8.2.17 (a) "Synthetic Lease"
shall mean any lease transaction under which the parties intend that (i) the
lease will be treated as an "operating lease" by the lessee pursuant to
Statement of Financial Accounting Standards No. 13, as amended, or appropriate
successor thereto, and (ii) the lessee will be entitled to various tax benefits
ordinarily available to owners (as opposed to lessees) of like property and (b)
the amount of any lease which is not a capital lease in accordance with GAAP is
the aggregate amount of minimum lease payments due pursuant to such lease for
any non-cancelable portion of its term.

            8.2.18. Amendments to NJNG Note Agreement.

                  The Borrower and each Subsidiary of the Borrower shall not
enter into any one or more amendments, modifications, restatements, or the like
of the NJNG Note Agreement containing covenants or events of default materially
more restrictive than the covenants or Events of Default contained in this
Agreement (an "NJNG Modification Agreement") unless no later than five (5)
Business Days after entering into any such NJNG Modification Agreement, Borrower
shall have irrevocably offered the Agent and the Banks to enter at any time into
an amendment of this Agreement to add hereto substantially similar covenants or
Events of Default, as the case may be.

                  The foregoing shall not be construed as: (i) a consent by the
Agent or any Bank to any action or inaction otherwise restricted or prohibited
by this Agreement, or (ii) a waiver by the Agent or any Bank of any Potential
Default or Event of Default resulting from any NJNG Modification Agreement.

            8.2.19. No Violation of Anti-Terrorism Laws.

                  The Borrower and each Subsidiary of the Borrower shall not:
(i) violate any of the prohibitions set forth in the Executive Order No. 13224,
the USA Patriot Act or any other Anti-Terrorism Law applicable to any of them or
the business that they conduct, and (ii) require the Agent or the Banks to take
any action that would cause the Agent or the Banks to be in violation of the
prohibitions set forth in the Executive Order No. 13224, the USA Patriot

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<PAGE>

Act or any other Anti-Terrorism Law, it being understood that the Agent or any
Bank can refuse to honor any such request or demand otherwise validly made by
the Borrower under this Agreement or any other Loan Document.

      8.3 Reporting Requirements.

      The Borrower covenants and agrees that until payment in full of the Loans,
Reimbursement Obligations and Letter of Credit Borrowings, and interest thereon,
expiration or termination of all Letters of Credit, satisfaction of all of the
Borrower's other Obligations hereunder and under the other Loan Documents and
termination of the Commitments, the Borrower will furnish or cause to be
furnished to the Agent and each of the Banks:

            8.3.1. Quarterly Financial Statements.

                  As soon as available and in any event within forty-five (45)
calendar days after the end of each of the first three fiscal quarters in each
fiscal year (or such earlier or later date, from time to time established by the
SEC in accordance with the Securities Exchange Act of 1934, as amended),
financial statements of the Borrower, consisting of a consolidated and
consolidating balance sheet as of the end of such fiscal quarter and related
consolidated and consolidating statements of income, stockholders' equity and
cash flows for the fiscal quarter then ended and the fiscal year through that
date, all in reasonable detail and certified (subject to normal year-end audit
adjustments) by the Chief Executive Officer, President or Chief Financial
Officer of the Borrower as having been prepared in accordance with GAAP,
consistently applied, and setting forth in comparative form the respective
financial statements for the corresponding date and period in the previous
fiscal year. The Borrower will be deemed to have complied with the delivery
requirements of this Section 8.3.1 if within forty-five (45) days after the end
of its fiscal quarter (or such earlier or later date, from time to time
established by the SEC in accordance with the Securities Exchange Act of 1934,
as amended), the Borrower delivers to the Agent and each of the Banks a copy of
its Form 10-Q as filed with the SEC and the financial statements contained
therein meets the requirements described in this Section.

            8.3.2. Annual Financial Statements.

                  As soon as available and in any event within ninety (90) days
after the end of each fiscal year of the Borrower (or such earlier or later
date, from time to time established by the SEC in accordance with the Securities
Exchange Act of 1934, as amended), financial statements of the Borrower
consisting of a consolidated balance sheet as of the end of such fiscal year,
and related consolidated statements of income, stockholders' equity and cash
flows for the fiscal year then ended, all in reasonable detail and setting forth
in comparative form the financial statements as of the end of and for the
preceding fiscal year, and certified by independent certified public accountants
of nationally recognized standing satisfactory to the Agent. The certificate or
report of accountants shall be free of qualifications (other than any
consistency qualification that may result from a change in the method used to
prepare the financial statements as to which such accountants concur) and shall
not indicate the occurrence or existence of any event, condition or contingency
which would materially impair the prospect

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<PAGE>

of payment or performance of any covenant, agreement or duty of the Borrower
under any of the Loan Documents. The Borrower will be deemed to have complied
with the delivery requirements of this Section 8.3.2 if within ninety (90) days
after the end of its fiscal year (or such earlier or later date, from time to
time established by the SEC in accordance with the Securities Exchange Act of
1934, as amended), the Borrower delivers to the Agent and each of the Banks a
copy of its Form 10-K as filed with the SEC and the financial statements and
certification of public accountants contained therein meets the requirements
described in this Section.

                  It is expressly agreed that any financial information or
financial statements (including, without limitation the annual financial
statements required pursuant to this Section 8.3.2) submitted to the Agent or
the Banks which has been prepared by an independent public accountant or other
outside accountant shall be accompanied by a statement in writing signed by such
accountant disclosing that the accountant is aware that the financial
information or financial statements prepared by the accountant would be
submitted to and relied upon by the Agent and/or the Banks in connection with
the Agent's or the Banks' determination to grant or continue credit.

            8.3.3. Certificate of the Borrower.

                  Concurrently with the financial statements of the Borrower
furnished to the Agent and to the Banks pursuant to Sections 8.3.1 [Quarterly
Financial Statements] and 8.3.2 [Annual Financial Statements], a certificate
(each a "Compliance Certificate") of the Borrower signed by the Chief Executive
Officer, President or Chief Financial Officer of the Borrower, in the form of
Exhibit 8.3.3.

            8.3.4. Notice of Default.

                  Promptly after any Authorized Officer (or other executive
officer) of the Borrower has learned of the occurrence of an Event of Default or
Potential Default, a certificate signed by the Chief Executive Officer,
President or Chief Financial Officer of the Borrower setting forth the details
of such Event of Default or Potential Default and the action which the Borrower
proposes to take with respect thereto.

            8.3.5. Notice of Litigation.

                  Promptly after the commencement thereof, notice of (i) all
actions, suits, proceedings or investigations before or by any Official Body or
any other Person against the Borrower or Subsidiary of the Borrower, involve a
claim or series of claims in excess of $10,000,000 or, (ii) any Environmental
Complaint, individually or in the aggregate exceed $10,000,000, and in either
case which if adversely determined could reasonably be expected to result in a
Material Adverse Change.

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<PAGE>

            8.3.6. Notice of Change in Debt Rating.

                  Within five (5) Business Days after Standard & Poor's or
Moody's announces a change in the Debt Rating of the Borrower, notice of such
change. The Borrower will deliver, together with such notice, a copy of any
written notification which Borrower received from the applicable rating agency
regarding such change of Debt Rating.

            8.3.7. Sale of Assets.

                  At least thirty (30) calendar days prior thereto, notice with
respect to any proposed sale or transfer of assets pursuant to Section 8.2.6(v)
where the consideration for such sale or transfer of assets is in excess of
$5,000,000.

            8.3.8. Budgets, Forecasts, Other Reports and Information.

                  Promptly upon their becoming available to the Borrower:

                        (i) any reports, notices or proxy statements generally
distributed by the Borrower to its stockholders on a date no later than the date
supplied to such stockholders,

                        (ii) regular or periodic reports, including Forms 10-K,
10-Q and 8-K, registration statements and prospectuses, filed by the Borrower or
the Parent with the SEC,

                        (iii) to the extent not previously reported in regular
or periodic reports, including Forms 10-K, 10-Q and 8-K, registration statements
and prospectuses, filed by the Borrower or the Parent with the SEC, the Borrower
shall notify the Banks promptly of the enactment or adoption of any Law which
may result in a Material Adverse Change,

                        (iv) to the extent requested by the Agent or any Bank,
the annual budget and any forecasts or projections of the Borrower, and

                        (v) with respect to the Hedging Transaction activities
of the Borrower and its Subsidiaries, to the extent not previously reported in
regular or periodic reports, including Forms 10-K, 10-Q and 8-K, registration
statements and prospectuses, filed by the Borrower or the Parent with the SEC,
such other reports and information as any of the Banks may from time to time
reasonably request.

            8.3.9. Notices Regarding Plans and Benefit Arrangements.

                        8.3.9.1 Certain Events.

                  Promptly upon becoming aware of the occurrence thereof, notice
(including the nature of the event and, when known, any action taken or
threatened by the Internal Revenue Service or the PBGC with respect thereto) of:

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                        (i) any Reportable Event with respect to the Borrower or
any other member of the ERISA Group (regardless of whether the obligation to
report said Reportable Event to the PBGC has been waived),

                        (ii) any Prohibited Transaction which could subject the
Borrower or any other member of the ERISA Group to a civil penalty assessed
pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the
Internal Revenue Code in connection with any Plan, any Benefit Arrangement or
any trust created thereunder,

                        (iii) any assertion of material withdrawal liability
with respect to any Multiemployer Plan,

                        (iv) any partial or complete withdrawal from a
Multiemployer Plan by the Borrower or any other member of the ERISA Group under
Title IV of ERISA (or assertion thereof), where such withdrawal is likely to
result in material withdrawal liability,

                        (v) any cessation of operations (by the Borrower or any
other member of the ERISA Group) at a facility in the circumstances described in
Section 4062(e) of ERISA,

                        (vi) withdrawal by the Borrower or any other member of
the ERISA Group from a Multiple Employer Plan,

                        (vii) a failure by the Borrower or any other member of
the ERISA Group to make a payment to a Plan required to avoid imposition of a
Lien under Section 302(f) of ERISA,

                        (viii) the adoption of an amendment to a Plan requiring
the provision of security to such Plan pursuant to Section 307 of ERISA, or

                        (ix) any change in the actuarial assumptions or funding
methods used for any Plan, where the effect of such change is to materially
increase or materially reduce the unfunded benefit liability or obligation to
make periodic contributions.

                        8.3.9.2 Notices of Involuntary Termination and Annual
Reports.

                     Promptly after receipt thereof, copies of (a) all
notices received by the Borrower or any other member of the ERISA Group of the
PBGC's intent to terminate any Plan administered or maintained by the Borrower
or any member of the ERISA Group, or to have a trustee appointed to administer
any such Plan; and (b) at the request of the Agent or any Bank each annual
report (IRS Form 5500 series) and all accompanying schedules, the most recent
actuarial reports, the most recent financial information concerning the
financial status of each Plan administered or maintained by the Borrower or any
other member of the ERISA Group, and schedules showing the amounts contributed
to each such Plan by or on behalf of the Borrower or

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<PAGE>

any other member of the ERISA Group in which any of their personnel participate
or from which such personnel may derive a benefit, and each Schedule B
(Actuarial Information) to the annual report filed by the Borrower or any other
member of the ERISA Group with the Internal Revenue Service with respect to each
such Plan.

                        8.3.9.3 Notice of Voluntary Termination.

                  Promptly upon the filing thereof, copies of any Form 5310, or
any successor or equivalent form to Form 5310, filed with the PBGC in connection
with the termination of any Plan.

                                   9. DEFAULT

      9.1 Events of Default.

      An Event of Default shall mean the occurrence or existence of any one or
more of the following events or conditions (whatever the reason therefor and
whether voluntary, involuntary or effected by operation of Law):

            9.1.1. Payments Under Loan Documents.

                  The Borrower shall fail to pay (i) any principal of any Loan
(including scheduled installments, mandatory prepayments or the payment due at
maturity), Reimbursement Obligation or Letter of Credit Borrowing when such
principal is due hereunder or (ii) any interest on any Loan, Facility Fee,
Reimbursement Obligation or Letter of Credit Borrowing or any other amount owing
hereunder or under the other Loan Documents within three (3) Business Days after
such interest, fee, or other amount becomes due in accordance with the terms
hereof or thereof;

            9.1.2. Breach of Warranty.

                  Any representation or warranty made at any time by the
Borrower herein or in any other Loan Document, or in any certificate, other
instrument or statement furnished pursuant to the provisions hereof or thereof,
shall prove to have been false or misleading in any material respect as of the
time it was made or furnished;

            9.1.3. Breach of Negative Covenants or Visitation Rights.

                  The Borrower shall default in the observance or performance of
any covenant contained in Section 8.1.6 [Visitation Rights] or Section 8.2
[Negative Covenants];

            9.1.4. Breach of Other Covenants.

                  The Borrower shall default in the observance or performance of
any other covenant, condition or provision hereof or of any other Loan Document
and such

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default shall continue unremedied for a period of thirty (30) Days after any
Authorized Officer (or other executive officer) of the Borrower becomes aware of
the occurrence thereof (such grace period to be applicable only in the event
such default can be remedied by corrective action of the Borrower as determined
by the Agent in its reasonable discretion);

            9.1.5. Defaults in Other Agreements or Indebtedness.

                  (i) A default or event of default shall occur at any time
under the terms of any other agreement involving borrowed money or the extension
of credit or any other Indebtedness under which the Borrower may be obligated as
a borrower or guarantor in excess of $10,000,000 in the aggregate, and such
breach, default or event of default consists of the failure to pay (beyond any
period of grace permitted with respect thereto, whether waived or not) any
indebtedness when due (whether at stated maturity, by acceleration or otherwise)
or if such breach or default permits or causes the acceleration of any
indebtedness (whether or not such right shall have been waived) or the
termination of any commitment to lend; or

                  (ii) A default or event of default shall occur at any time
under the terms of any agreement involving any off balance sheet transaction
(including any asset securitization, sale/leaseback transaction, or Synthetic
Lease) with obligations in the aggregate thereunder for which the Borrower may
be obligated in excess of $10,000,000, and such breach, default or event of
default consists of the failure to pay (beyond any period of grace permitted
with respect thereto, whether waived or not) any obligation when due (whether at
stated maturity, by acceleration or otherwise) or if such breach or default
permits or causes the acceleration of any obligation (whether or not such right
shall have been waived) or the termination of any such agreement;

            9.1.6. Final Judgments or Orders.

                  Any final judgments or orders for the payment of money in
excess of $10,000,000 in the aggregate, to the extent not covered by insurance,
shall be entered against the Borrower by a court having jurisdiction in the
premises, which judgment is not discharged, vacated, bonded or stayed pending
appeal within a period of thirty (30) days from the date of entry;

            9.1.7. Loan Document Unenforceable.

                  Any of the Loan Documents shall cease to be legal, valid and
binding agreements enforceable against the party executing the same or such
party's successors and assigns (as permitted under the Loan Documents) in
accordance with the respective terms thereof or shall in any way be terminated
(except in accordance with its terms) or become or be declared ineffective or
inoperative or shall in any way be challenged or contested or cease to give or
provide the respective rights, titles, interests, remedies, powers or privileges
intended to be created thereby;

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            9.1.8. Uninsured Losses; Proceedings Against Assets.

                  The assets of the Borrower or the assets of any Subsidiary of
the Borrower are attached, seized, levied upon or subjected to a writ or
distress warrant; or such come within the possession of any receiver, trustee,
custodian or assignee for the benefit of creditors and the same is not cured
within thirty (30) days thereafter or otherwise fully bonded or covered by
insurance (subject to reasonable and customary deductible amounts);

            9.1.9. Notice of Lien or Assessment.

                  A notice of Lien or assessment in excess of $10,000,000 which
is not a Permitted Lien or Environmental Complaint in excess of $10,000,000 is
filed of record with respect to all or any part of any of the Borrower's or any
of its Subsidiaries' assets by the United States, or any department, agency or
instrumentality thereof, or by any state, county, municipal or other
governmental agency, including the PBGC, or any taxes or debts owing at any time
or times hereafter to any one of these becomes payable and the same is not paid
within thirty (30) days after the same becomes payable;

            9.1.10. Insolvency.

                  The Borrower ceases to be Solvent or admits in writing to a
creditor or Official Body its inability to pay its debts as they mature;

            9.1.11. Events Relating to Plans and Benefit Arrangements.

                  Any of the following occurs: (i) any Reportable Event, which
the Agent determines in good faith constitutes grounds for the termination of
any Plan by the PBGC or the appointment of a trustee to administer or liquidate
any Plan, shall have occurred and be continuing; (ii) proceedings shall have
been instituted or other action taken to terminate any Plan, or a termination
notice shall have been filed with respect to any Plan; (iii) a trustee shall be
appointed to administer or liquidate any Plan; (iv) the PBGC shall give notice
of its intent to institute proceedings to terminate any Plan or Plans or to
appoint a trustee to administer or liquidate any Plan; and, in the case of the
occurrence of (i), (ii), (iii) or (iv) above, the Agent determines in good faith
that the amount of the Borrower's liability is likely to exceed 10% of its
consolidated tangible net worth; (v) the Borrower or any member of the ERISA
Group shall fail to make any contributions when due to a Plan or a Multiemployer
Plan; (vi) the Borrower or any other member of the ERISA Group shall make any
amendment to a Plan with respect to which security is required under Section 307
of ERISA; (vii) the Borrower or any other member of the ERISA Group shall
withdraw completely or partially from a Multiemployer Plan; (viii) the Borrower
or any other member of the ERISA Group shall withdraw (or shall be deemed under
Section 4062(e) of ERISA to withdraw) from a Multiple Employer Plan; or (ix) any
applicable Law is adopted, changed or interpreted by any Official Body with
respect to or otherwise affecting one or more Plans, Multiemployer Plans or
Benefit Arrangements and, with respect to any of the events specified in (v),
(vi), (vii), (viii) or (ix), the Agent determines in good faith that

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any such occurrence would be reasonably likely to materially and adversely
affect the total enterprise represented by the Borrower and the other members of
the ERISA Group;

            9.1.12. Cessation of Business.

                  The Borrower or any Subsidiary of the Borrower ceases to
conduct its business as contemplated, except as expressly permitted under
Section 8.2.5 [Liquidations, Mergers, Etc.], Section 8.2.6 [Disposition of
Assets or Subsidiaries] or Section 8.2.9 [Continuation of or Change of Business]
or the Borrower or any Subsidiary of the Borrower is enjoined, restrained or in
any way prevented by court order from conducting all or any material part of its
business and such injunction, restraint or other preventive order is not
dismissed within thirty (30) days after the entry thereof;

            9.1.13. Change of Control.

                        (i) Any person or group of persons (within the meaning
of Sections 13(d) or 14(a) of the Securities Exchange Act of 1934, as amended)
shall have acquired beneficial ownership of (within the meaning of Rule 13d-3
promulgated by the SEC under said Act) 25% or more of the voting capital stock
of the Parent (provided that, for purposes of calculating the acquisition of
beneficial ownership, any transfer of voting stock of the Parent by any Person
or group of Persons to a Permitted Transferee shall be deemed not to constitute
a conveyance and acquisition of such stock), or (ii) within a period of twelve
(12) consecutive calendar months, individuals who were directors of the Parent
on the first day of such period shall cease to constitute a majority of the
board of directors of the Parent unless the individuals who were elected or
appointed directors during such twelve (12) month period were elected or
appointed by a majority of the individuals who were directors of the Parent on
the first day of such period or by their duly appointed or elected successors;
or (iii) the Parent shall cease to own 100% of the issued and outstanding equity
interests of the Borrower;

            9.1.14. Involuntary Proceedings.

                  A proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief in respect of
the Borrower or any Subsidiary of the Borrower in an involuntary case under any
applicable bankruptcy, insolvency, reorganization or other similar law now or
hereafter in effect, or for the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator, conservator (or similar official) of the
Borrower or any Subsidiary of the Borrower for any substantial part of its
property, or for the winding-up or liquidation of its affairs, and such
proceeding shall remain undismissed or unstayed and in effect for a period of
sixty (60) consecutive days or such court shall enter a decree or order granting
any of the relief sought in such proceeding; or

            9.1.15. Voluntary Proceedings.

                  The Borrower or any Subsidiary of the Borrower shall commence
a voluntary case under any applicable bankruptcy, insolvency, reorganization or
other similar law

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now or hereafter in effect, shall consent to the entry of an order for relief in
an involuntary case under any such law, or shall consent to the appointment or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or other similar official) of itself or for any
substantial part of its property or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due, or shall take any action in furtherance of any of the foregoing.

      9.2 Consequences of Event of Default.

            9.2.1. Events of Default Other Than Bankruptcy, Insolvency or
Reorganization Proceedings.

                  If an Event of Default specified under Sections 9.1.1 through
9.1.13 shall occur and be continuing, the Banks and the Agent shall be under no
further obligation to make Loans or issue Letters of Credit, as the case may be,
and the Agent may, and upon the request of the Required Banks shall, by written
notice to the Borrower, take one or both of the following actions: (i) terminate
the Commitments and thereupon the Commitments shall be terminated and of no
further force and effect, or (ii) declare the unpaid principal amount of the
Notes and Loans then outstanding and all interest accrued thereon, any unpaid
fees and all other Indebtedness of the Borrower to the Banks hereunder and
thereunder to be forthwith due and payable, and the same shall thereupon become
and be immediately due and payable to the Agent for the benefit of each Bank
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived, and (iii) require the Borrower to, and the
Borrower shall thereupon, deposit in a non-interest-bearing account with the
Agent, as cash collateral for its Obligations under the Loan Documents, an
amount equal to the maximum amount currently or at any time thereafter available
to be drawn on all outstanding Letters of Credit, and the Borrower hereby
pledges to the Agent and the Banks, and grants to the Agent and the Banks a
security interest in, all such cash as security for such Obligations. Upon the
curing of all existing Events of Default to the satisfaction of the Required
Banks, the Agent shall return such cash collateral to the Borrower; and

            9.2.2. Bankruptcy, Insolvency or Reorganization Proceedings.

                  If an Event of Default specified under Section 9.1.14
[Involuntary Proceedings] or 9.1.15 [Voluntary Proceedings] shall occur, the
Commitments shall automatically terminate and be of no further force and effect,
the Agent and the Banks shall be under no further obligations to make Loans or
issue Letters of Credit, as the case may be, and the unpaid principal amount of
the Loans then outstanding and all interest accrued thereon, any unpaid fees and
all other Indebtedness of the Borrower to the Banks hereunder and thereunder
shall be immediately due and payable, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived; and

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            9.2.3. Set-off.

                  If an Event of Default shall occur and be continuing, any Bank
to whom any Obligation is owed by the Borrower hereunder or under any other Loan
Document or any participant of such Bank which has agreed in writing to be bound
by the provisions of Section 10.13 [Equalization of Banks] and any branch,
Subsidiary or Affiliate of such Bank or participant anywhere in the world shall
have the right, in addition to all other rights and remedies available to it,
without notice to the Borrower, to set-off against and apply to the then unpaid
balance of all the Loans and all other Obligations of the Borrower hereunder or
under any other Loan Document any debt owing to, and any other funds held in any
manner for the account of, the Borrower by such Bank or participant or by such
branch, Subsidiary or Affiliate, including all funds in all deposit accounts
(whether time or demand, general or special, provisionally credited or finally
credited, or otherwise) now or hereafter maintained by the Borrower for its own
account (but not including funds held in custodian or trust accounts) with such
Bank or participant or such branch, Subsidiary or Affiliate. Such right shall
exist whether or not any Bank or the Agent shall have made any demand under this
Agreement or any other Loan Document, whether or not such debt owing to or funds
held for the account of the Borrower is or are matured or unmatured and
regardless of the existence or adequacy of any Guaranty or any other security,
right or remedy available to any Bank or the Agent; and

            9.2.4. Suits, Actions, Proceedings.

                  If an Event of Default shall occur and be continuing, and
whether or not the Agent shall have accelerated the maturity of Loans pursuant
to any of the foregoing provisions of this Section 9.2, the Agent or any Bank,
if owed any amount with respect to the Loans, may proceed to protect and enforce
its rights by suit in equity, action at law and/or other appropriate proceeding,
whether for the specific performance of any covenant or agreement contained in
this Agreement or the other Loan Documents; and

            9.2.5. Application of Proceeds; Collateral Sharing.

                        9.2.5.1 Application of Proceeds.

                  From and after the date on which the Agent has taken any
action pursuant to this Section 9.2 and until all Obligations of the Borrower
have been paid in full, any and all proceeds received by the Agent from the
exercise of any remedy by the Agent, shall be applied as follows:

                        (i) first, to reimburse the Agent and the Banks for
out-of-pocket costs, expenses and disbursements, including reasonable attorneys'
and paralegals' fees and legal expenses, incurred by the Agent or the Banks in
connection with collection of any Obligations of the Borrower under any of the
Loan Documents;

                        (ii) second, to the repayment of all Indebtedness then
due and unpaid of the Borrower to the Banks incurred under this Agreement or any
of the other Loan

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Documents, whether of principal, interest, fees, expenses or otherwise, in such
manner as the Agent may determine in its discretion; and

                        (iii) the balance, if any, as required by Law.

                        9.2.5.2 Collateral Sharing.

                  All Liens granted under each Loan Document (the "Collateral
Documents") shall secure ratably and on a pari passu basis (i) the Obligations
in favor of the Agent and the Banks hereunder and (ii) the Obligations incurred
by the Borrower in favor of any Bank which provides a Bank Provided Interest
Rate Hedge (the "IRH Provider"). The Agent under the Collateral Documents shall
be deemed to serve as the collateral agent (the "Collateral Agent") for the IRH
Provider and the Banks hereunder, provided that the Collateral Agent shall
comply with the instructions and directions of the Agent (or the Banks under
this Agreement to the extent that this Agreement or any other Loan Documents
empowers the Banks to direct the Agent), as to all matters relating to the
collateral, including the maintenance and disposition thereof. No IRH Provider
(except in its capacity as a Bank hereunder) shall be entitled or have the power
to direct or instruct the Collateral Agent on any such matters or to control or
direct in any manner the maintenance or disposition of the collateral.

            9.2.6. Other Rights and Remedies.

                  In addition to all of the rights and remedies contained in
this Agreement or in any of the other Loan Documents, the Agent shall have all
of the rights and remedies under applicable Law, all of which rights and
remedies shall be cumulative and non-exclusive, to the extent permitted by Law.
The Agent may, and upon the request of the Required Banks shall, exercise all
post-default rights granted to the Agent and the Banks under the Loan Documents
or applicable Law.

                                 10. THE AGENT

      10.1 Appointment.

      Each Bank hereby irrevocably designates, appoints and authorizes PNC Bank
to act as Agent for such Bank under this Agreement and to execute and deliver or
accept on behalf of each of the Banks the other Loan Documents. Each Bank hereby
irrevocably authorizes, the Agent to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and any other
instruments and agreements referred to herein, and to exercise such powers and
to perform such duties hereunder as are specifically delegated to or required of
the Agent by the terms hereof, together with such powers as are reasonably
incidental thereto. PNC Bank agrees to act as the Agent on behalf of the Banks
to the extent provided in this Agreement.

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      10.2 Delegation of Duties.

      The Agent may perform any of its duties hereunder by or through agents or
employees (provided such delegation does not constitute a relinquishment of its
duties as Agent) and, subject to Sections 10.5 [Reimbursement and
Indemnification of Agent by the Borrower] and Section 10.6 [Exculpatory
Provisions; Limitation of Liability], shall be entitled to engage and pay for
the advice or services of any attorneys, accountants or other experts concerning
all matters pertaining to its duties hereunder and to rely upon any advice so
obtained. It is acknowledged and agreed that each of JPMorgan Chase Bank NA and
Fleet National Bank has received the title of syndication agent under this
Agreement, that each of Bank of Tokyo-Mitsubishi Trust Company and Citicorp
North America, Inc. has received the title of documentation agent under this
Agreement, however such designations are solely to give each of JPMorgan Chase
Bank NA, Fleet National Bank, Bank of Tokyo-Mitsubishi Trust Company and
Citicorp North America, Inc. its respective title and each of JPMorgan Chase
Bank NA, Fleet National Bank, Bank of Tokyo-Mitsubishi Trust Company and
Citicorp North America, Inc.: (i) has no duties, responsibilities, functions
obligations or liabilities implied or otherwise under the Loan Documents solely
as a result of being so designated as a syndication agent or documentation
agent, respectively, and (ii) is not entitled to any fee solely as a result of
being so designated as a syndication agent or documentation agent, respectively,
other than the fees payable on the Closing Date in accordance with that certain
agreement between the Borrower and the Agent dated as of November 9, 2004.

      10.3 Nature of Duties; Independent Credit Investigation.

      The Agent shall have no duties or responsibilities except those expressly
set forth in this Agreement and no implied covenants, functions,
responsibilities, duties, obligations, or liabilities shall be read into this
Agreement or otherwise exist. The duties of the Agent shall be mechanical and
administrative in nature; the Agent shall not have by reason of this Agreement a
fiduciary or trust relationship in respect of any Bank; and nothing in this
Agreement, expressed or implied, is intended to or shall be so construed as to
impose upon the Agent any obligations in respect of this Agreement except as
expressly set forth herein. Without limiting the generality of the foregoing,
the use of the term "agent" in this Agreement with reference to the Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties. Each
Bank expressly acknowledges (i) that the Agent has not made any representations
or warranties to it and that no act by the Agent hereafter taken, including any
review of the affairs of the Borrower shall be deemed to constitute any
representation or warranty by the Agent to any Bank; (ii) that it has made and
will continue to make, without reliance upon the Agent, its own independent
investigation of the financial condition and affairs and its own appraisal of
the creditworthiness of the Borrower in connection with this Agreement and the
making and continuance of the Loans hereunder; and (iii) except as expressly
provided herein, that the Agent shall have no duty or responsibility, either
initially or on a continuing basis, to provide any Bank with any credit or other
information with respect thereto, whether coming into its possession before the
making of any Loan or at any time or times thereafter.

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      10.4 Actions in Discretion of Agent; Instructions From the Banks.

      The Agent agrees, upon the written request of the Required Banks, to take
or refrain from taking any action of the type specified as being within the
Agent's rights, powers or discretion herein, provided that the Agent shall not
be required to take any action which exposes the Agent to personal liability or
which is contrary to this Agreement or any other Loan Document or applicable
Law. In the absence of a request by the Required Banks, the Agent shall have
authority, in its sole discretion, to take or not to take any such action,
unless this Agreement specifically requires the consent of the Required Banks or
all of the Banks. Any action taken or failure to act pursuant to such
instructions or discretion shall be binding on the Banks, subject to Section
10.6 [Exculpatory Provisions, Etc.]. Subject to the provisions of Section 10.6,
no Bank shall have any right of action whatsoever against the Agent as a result
of the Agent acting or refraining from acting hereunder in accordance with the
instructions of the Required Banks, or in the absence of such instructions, in
the absolute discretion of the Agent.

      10.5 Reimbursement and Indemnification of Agent by the Borrower.

      The Borrower agrees to pay or reimburse the Agent and hold the Agent
harmless against (a) liability for the payment of all reasonable out-of-pocket
costs, expenses and disbursements, including fees and expenses of counsel
(including the allocated costs of staff counsel), appraisers and environmental
consultants, incurred by the Agent (i) in connection with the negotiation,
preparation, printing, execution, administration, syndication, interpretation
and performance of this Agreement and the other Loan Documents, (ii) relating to
any amendments, waivers or consents pursuant to the provisions hereof, requested
by the Borrower or required by applicable law, (iii) in connection with the
enforcement of this Agreement or any other Loan Document or collection of
amounts due hereunder or thereunder or the proof and allowability of any claim
arising under this Agreement or any other Loan Document, whether in bankruptcy
or receivership proceedings or otherwise, (iv) in any workout or restructuring
or in connection with the protection, preservation, exercise or enforcement of
any of the terms hereof or of any rights hereunder or under any other Loan
Document or in connection with any foreclosure, collection or bankruptcy
proceedings, and (v) in connection with any Environmental Complaint threatened
or asserted against the Agent or the Banks in any way relating to or arising out
of this Agreement or any other Loan Documents (including, without limitation,
the protection, preservation, exercise or enforcement of any of the terms hereof
or of any rights hereunder or under any other Loan Document or in connection
with any foreclosure, collection or bankruptcy proceedings or in any workout or
restructuring) and (b) all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against the
Agent, in its capacity as such, in any way relating to or arising out of (i)
this Agreement or any other Loan Documents or any action taken or omitted by the
Agent hereunder or thereunder, and (ii) any Environmental Complaint in any way
relating to or arising out of this Agreement or any other Loan Documents or any
action taken or omitted by the Agent hereunder or thereunder, provided that the
Borrower shall not be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements if the same results from the Agent's gross negligence or willful
misconduct, or if the Borrower was not given notice of the subject claim and the

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opportunity to participate in the defense thereof, at its expense (except that
the Borrower shall remain liable to the extent such failure to give notice does
not result in a loss to the Borrower), or if the same results from a compromise
or settlement agreement entered into without the consent of the Borrower, which
shall not be unreasonably withheld. In addition, the Borrower agrees to
reimburse and pay all reasonable out-of-pocket expenses of the Agent's regular
employees and agents engaged periodically to perform audits of the Borrower's
books, records and business properties, subject in all cases to the limitation
set forth in Section 8.1.6 [Visitation Rights].

      10.6 Exculpatory Provisions; Limitation of Liability.

      Neither the Agent nor any of its directors, officers, employees, agents,
attorneys or Affiliates shall (a) be liable to any Bank for any action taken or
omitted to be taken by it or them hereunder, or in connection herewith including
pursuant to any Loan Document, unless caused by its or their own gross
negligence or willful misconduct, (b) be responsible in any manner to any of the
Banks for the effectiveness, enforceability, genuineness, validity or the due
execution of this Agreement or any other Loan Documents or for any recital,
representation, warranty, document, certificate, report or statement herein or
made or furnished under or in connection with this Agreement or any other Loan
Documents, or (c) be under any obligation to any of the Banks to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions hereof or thereof on the part of the Borrower, or the financial
condition of the Borrower or the existence or possible existence of any Event of
Default or Potential Default. No claim may be made by the Borrower, any Bank,
the Agent or any of their respective Subsidiaries against the Agent, any Bank or
any of their respective directors, officers, employees, agents, attorneys or
Affiliates, or any of them, for any special, indirect or consequential damages
or, to the fullest extent permitted by Law, for any punitive damages in respect
of any claim or cause of action (whether based on contract, tort, statutory
liability, or any other ground) based on, arising out of or related to any Loan
Document or the transactions contemplated hereby or any act, omission or event
occurring in connection therewith, including the negotiation, documentation,
administration or collection of the Loans, and the Borrower (for itself and on
behalf of each of its Subsidiaries), the Agent and each Bank hereby waives,
releases and agrees never to sue upon any claim for any such damages, whether
such claim now exists or hereafter arises and whether or not it is now known or
suspected to exist in its favor. Each Bank agrees that, except for notices,
reports and other documents expressly required to be furnished to the Banks by
the Agent hereunder or given to the Agent for the account of or with copies for
the Banks, the Agent and each of its directors, officers, employees, agents,
attorneys or Affiliates shall not have any duty or responsibility to provide any
Bank with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Borrower which may come into the possession of the Agent or any of its
directors, officers, employees, agents, attorneys or Affiliates.

      10.7 Reimbursement and Indemnification of Agent by Banks.

      Each Bank agrees to reimburse and indemnify, defend and save the Agent (to
the extent not reimbursed by the Borrower and without limiting the Obligation of
the Borrower to do so) in proportion to its Ratable Share harmless from and
against all liabilities, obligations, losses,

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damages, penalties, actions, judgments, suits, costs, expenses or disbursements,
including attorneys' fees and disbursements (including the allocated costs of
staff counsel), and costs of appraisers and environmental consultants, of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Agent, in its capacity as such, in any way relating to or arising
out of this Agreement or any other Loan Documents or any action taken or omitted
by the Agent hereunder or thereunder, provided that no Bank shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements (a) if the same
results from the Agent's gross negligence or willful misconduct, or (b) if such
Bank was not given notice of the subject claim and the opportunity to
participate in the defense thereof, at its expense (except that such Bank shall
remain liable to the extent such failure to give notice does not result in a
loss to the Bank), or (c) if the same results from a compromise and settlement
agreement entered into without the consent of such Bank, which shall not be
unreasonably withheld. In addition, each Bank agrees promptly upon demand to
reimburse the Agent (to the extent not reimbursed by the Borrower and without
limiting the Obligation of the Borrower to do so) in proportion to its Ratable
Share for all amounts due and payable by the Borrower to the Agent in connection
with the Agent's periodic audit of the Borrower's books, records and business
properties.

      10.8 Reliance by Agent.

      The Agent shall be entitled to rely upon any writing, telex or teletype
message, resolution, notice, consent, certificate, letter, statement, order or
other document or conversation by telephone or otherwise believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon the advice and opinions of counsel and other professional
advisers selected by the Agent. The Agent shall be fully justified in failing or
refusing to take any action hereunder unless it shall first be indemnified to
its satisfaction by the Banks against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.

      10.9 Notice of Default.

      The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Potential Default or Event of Default unless the Agent has
received written notice from a Bank or the Borrower referring to this Agreement,
describing such Potential Default or Event of Default and stating that such
notice is a "notice of default."

      10.10 Notices.

      The Agent shall promptly send to each Bank a copy of all notices received
from the Borrower pursuant to the provisions of this Agreement or the other Loan
Documents promptly upon receipt thereof. The Agent shall promptly notify the
Borrower and the other Banks of each change in the Base Rate and the effective
date thereof.

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      10.11 Banks in Their Individual Capacities; Agents in Its Individual
Capacity.

      With respect to its Commitment and the Loans made by it and any other
rights and powers given to it as a Bank hereunder or under any of the other Loan
Documents, the Agent shall have the same rights and powers hereunder as any
other Bank and may exercise the same as though it were not the Agent, and the
term "Bank" and "Banks" shall, unless the context otherwise indicates, include
the Agent in its individual capacity. PNC Bank and its Affiliates and each of
the Banks and their respective Affiliates may, without liability to account,
except as prohibited herein, make loans to, issue letters of credit for the
account of, acquire equity interests in, accept deposits from, discount drafts
for, act as trustee under indentures of, and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with, the
Borrower and its Affiliates, in the case of the Agent, as though it were not
acting as Agent hereunder and in the case of each Bank, as though such Bank were
not a Bank hereunder, in each case without notice to or consent of the other
Banks. The Banks acknowledge that, pursuant to such activities, the Agent or its
Affiliates may (i) receive information regarding the Borrower or any of its
Subsidiaries or Affiliates (including information that may be subject to
confidentiality obligations in favor of the Borrower or such Subsidiary or
Affiliate) and acknowledge that the Agent shall be under no obligation to
provide such information to them, and (ii) accept fees and other consideration
from the Borrower for services in connection with this Agreement and otherwise
without having to account for the same to the Banks.

      10.12 Holders of Notes.

      The Agent may deem and treat any payee of any Note as the owner thereof
for all purposes hereof unless and until written notice of the assignment or
transfer thereof shall have been filed with the Agent. Any request, authority or
consent of any Person who at the time of making such request or giving such
authority or consent is the holder of any Note shall be conclusive and binding
on any subsequent holder, transferee or assignee of such Note or of any Note or
Notes issued in exchange therefor.

      10.13 Equalization of Banks.

      The Banks and the holders of any participations in any Commitments or
Loans or other rights or obligations of a Bank hereunder agree among themselves
that, with respect to all amounts received by any Bank or any such holder for
application on any Obligation hereunder or under any such participation, whether
received by voluntary payment, by realization upon security, by the exercise of
the right of set-off or banker's lien, by counterclaim or by any other non-pro
rata source, equitable adjustment will be made in the manner stated in the
following sentence so that, in effect, all such excess amounts will be shared
ratably among the Banks and such holders in proportion to their interests in
payments on the Loans, except as otherwise provided in Section 4.4.3 [Agent's
and Bank's Rights], 5.4.2 [Replacement of a Bank] or 5.6 [Additional
Compensation in Certain Circumstances]. The Banks or any such holder receiving
any such amount shall purchase for cash from each of the other Banks an interest
in such Bank's Loans in such amount as shall result in a ratable participation
by the Banks and each such holder in the aggregate unpaid amount of the Loans,
provided that if all or any portion of such excess

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amount is thereafter recovered from the Bank or the holder making such purchase,
such purchase shall be rescinded and the purchase price restored to the extent
of such recovery, together with interest or other amounts, if any, required by
law (including court order) to be paid by the Bank or the holder making such
purchase.

      10.14 Successor Agent.

      The Agent (i) may resign as Agent or (ii) shall resign if such resignation
is requested by the Required Banks (if the Agent is a Bank, the Agent's Loans
and its Commitment shall be considered in determining whether the Required Banks
have requested such resignation) or required by Section 5.4.2 [Replacement of a
Bank], in either case of (i) or (ii) by giving not less than thirty (30) days'
prior written notice to the Borrower. If the Agent shall resign under this
Agreement, then either (a) the Required Banks shall appoint from among the Banks
a successor agent for the Banks, subject to the consent of the Borrower, such
consent not to be unreasonably withheld and such consent not to be required if
an Event of Default exists and is continuing, or (b) if a successor agent shall
not be so appointed and approved within the thirty (30) day period following the
Agent's notice to the Banks of its resignation, then the Agent shall appoint,
with the consent of the Borrower, such consent not to be unreasonably withheld,
a successor agent who shall serve as Agent until such time as the Required Banks
appoint and the Borrower consents to the appointment of a successor agent. Upon
its appointment pursuant to either clause (a) or (b) above, such successor agent
shall succeed to the rights, powers and duties of the Agent, and the term
"Agent" shall mean such successor agent, effective upon its appointment, and the
former Agent's rights, powers and duties as Agent shall be terminated without
any other or further act or deed on the part of such former Agent or any of the
parties to this Agreement. After the resignation of any Agent hereunder, the
provisions of this Section 10 shall inure to the benefit of such former Agent
and such former Agent shall not by reason of such resignation be deemed to be
released from liability for any actions taken or not taken by it while it was an
Agent under this Agreement.

      10.15 Agent's Fee.

      The Borrower shall pay to the Agent a nonrefundable fee (the "Agent's
Fee") for Agent's services hereunder under the terms of a letter (the "Agent's
Letter") between the Borrower and Agent dated November 9, 2004.

      10.16 Availability of Funds.

      The Agent may assume that each Bank has made or will make the proceeds of
a Loan available to the Agent unless the Agent shall have been notified by such
Bank on or before the later of (1) the close of Business on the Business Day
preceding the Borrowing Date with respect to such Loan or two (2) hours before
the time on which the Agent actually funds the proceeds of such Loan to the
Borrower (whether using its own funds pursuant to this Section 10.16 or using
proceeds deposited with the Agent by the Banks and whether such funding occurs
before or after the time on which Banks are required to deposit the proceeds of
such Loan with the Agent). The Agent may, in reliance upon such assumption (but
shall not be

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required to), make available to the Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Agent by such Bank,
the Agent shall be entitled to recover such amount on demand from such Bank (or,
if such Bank fails to pay such amount forthwith upon such demand from the
Borrower) together with interest thereon, in respect of each day during the
period commencing on the date such amount was made available to the Borrower and
ending on the date the Agent recovers such amount, at a rate per annum equal to
(i) the Federal Funds Open Rate during the first three (3) days after such
interest shall begin to accrue and (ii) the applicable interest rate in respect
of such Loan after the end of such three-day period.

      10.17 Calculations.

      In the absence of gross negligence or willful misconduct, the Agent shall
not be liable for any error in computing the amount payable to any Bank whether
in respect of the Loans, fees or any other amounts due to the Banks under this
Agreement. In the event an error in computing any amount payable to any Bank is
made, the Agent, the Borrower and each affected Bank shall, forthwith upon
discovery of such error, make such adjustments as shall be required to correct
such error, and any compensation therefor will be calculated at the Federal
Funds Open Rate.

      10.18 Beneficiaries.

      Except as expressly provided herein, the provisions of this Section 10 are
solely for the benefit of the Agent and the Banks, and the Borrower shall not
have any rights to rely on or enforce any of the provisions hereof. In
performing its functions and duties under this Agreement, the Agent shall act
solely as agent of the Banks and does not assume and shall not be deemed to have
assumed any obligation toward or relationship of agency or trust with or for the
Borrower.

      10.19 No Reliance on Agent's Customer Identification Program.

      Each Bank acknowledges and agrees that neither such Bank, nor any of its
Affiliates, participants or assignees, may rely on the Agent to carry out such
Bank's, Affiliate's, participant's or assignee's customer identification
program, or other obligations required or imposed under or pursuant to the USA
Patriot Act or the regulations thereunder, including the regulations contained
in 31 CFR 103.121 (as hereafter amended or replaced, the "CIP Regulations"), or
any other Anti-Terrorism Law, including any programs involving any of the
following items relating to or in connection with the Borrower, any Subsidiary
of the Borrower, the Affiliates or the agents of the Borrower or any Subsidiary
of the Borrower, the Loan Documents or the transactions hereunder or
contemplated hereby: (1) any identity verification procedures, (2) any record
keeping, (3) comparisons with government lists, (4) customer notices or (5)
other procedures required under the CIP Regulations or such other Laws.

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                                11. MISCELLANEOUS

      11.1 Modifications, Amendments or Waivers.

      With the written consent of the Required Banks, the Agent, acting on
behalf of all the Banks, and the Borrower may from time to time enter into
written agreements amending or changing any provision of this Agreement or any
other Loan Document or the rights of the Banks or the Borrower hereunder or
thereunder, or may grant written waivers or consents to a departure from the due
performance of the Obligations of the Borrower hereunder or thereunder. Any such
agreement, waiver or consent made with such written consent shall be effective
to bind all the Banks and the Borrower; provided, that, no such agreement,
waiver or consent may be made which will:

            11.1.1. Increase of Revolving Credit Commitments; Extension of
Expiration Date.

                  Without the written consent of the Required Banks and all
Banks which have a Revolving Credit Commitment:

                  (i) increase the amount of the Revolving Credit Commitment of
any Bank hereunder, (other than any increase in the amount of the Revolving
Credit Commitments in accordance with Section 2.11, which increase shall not
require the consent of any Bank, other than each Bank increasing its Revolving
Credit Commitment),

                  (ii) extend the Expiration Date,

                  (iii) whether or not any Revolving Credit Loans are
outstanding extend the time for payment of principal or interest of any
Revolving Credit Loan (excluding the due date of any mandatory prepayment of a
Revolving Credit Loan or any mandatory Revolving Credit Commitment reduction in
connection with such a mandatory prepayment hereunder except for mandatory
reductions of the Revolving Credit Commitments on the Expiration Date), the
Facility Fee, or any other fee payable to any Bank which has a Revolving Credit
Commitment, or

                  (iv) reduce the principal amount of or the rate of interest
borne by any Revolving Credit Loan or reduce the Facility Fee or any other fee
payable to any Bank which has a Revolving Credit Commitment, or otherwise affect
the terms of payment of the principal of or interest of any Revolving Credit
Loan, the Facility Fee, or any other fee payable to any Bank which has a
Revolving Credit Commitment;

            11.1.2. Release of Collateral or Guarantor.

                  Without the written consent of all Banks, release any
guarantor from its obligations under any guaranty agreement providing for a
guaranty of the Obligations or any other security for any of the Borrower's
Obligations; or

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            11.1.3. Miscellaneous.

                  Without the written consent of all Banks, amend Section 5.2
[Pro Rata Treatment of Banks], 9.2.5 [Application of Proceeds; Collateral
Sharing], 10.6 [Exculpatory Provisions, Etc.] or 10.13 [Equalization of Banks]
or this Section 11.1, alter any provision regarding the pro rata treatment of
the Banks, change the definition of Required Banks, or change any requirement
providing for the Banks or the Required Banks to authorize the taking of any
action hereunder;

provided, further, that no agreement, waiver or consent which would modify the
interests, rights or obligations of the Agent in its capacity as Agent or as the
issuer of Letters of Credit shall be effective without the written consent of
the Agent, and no agreement, waiver or consent which would modify the interests,
rights or obligations of PNC Bank with respect to its Swing Loan Commitment
shall be effective without the written consent of PNC Bank.

      11.2 No Implied Waivers; Cumulative Remedies; Writing Required.

      No course of dealing and no delay or failure of the Agent or any Bank in
exercising any right, power, remedy or privilege under this Agreement or any
other Loan Document shall affect any other or future exercise thereof or operate
as a waiver thereof, nor shall any single or partial exercise thereof or any
abandonment or discontinuance of steps to enforce such a right, power, remedy or
privilege preclude any further exercise thereof or of any other right, power,
remedy or privilege. The rights and remedies of the Agent and the Banks under
this Agreement and any other Loan Documents are cumulative and not exclusive of
any rights or remedies which they would otherwise have. Any waiver, permit,
consent or approval of any kind or character on the part of any Bank of any
breach or default under this Agreement or any such waiver of any provision or
condition of this Agreement must be in writing and shall be effective only to
the extent specifically set forth in such writing.

      11.3 Reimbursement and Indemnification of Banks by the Borrower; Taxes.

      The Borrower agrees upon demand to pay or reimburse to each Bank (other
than the Agent, as to which the Borrower's Obligations are set forth in Section
10.5 [Reimbursement and Indemnification of Agent by the Borrower]) and to save
such Bank harmless against (i) liability for the payment of all reasonable
out-of-pocket costs, expenses and disbursements (including fees and expenses of
counsel (including allocated costs of staff counsel) for each Bank except with
respect to (A) and (B) below), incurred by such Bank (a) in connection with the
administration and interpretation of this Agreement, and other instruments and
documents to be delivered hereunder, (b) relating to any amendments, waivers or
consents pursuant to the provisions hereof requested by the Borrower or required
by applicable law, (c) in connection with the enforcement of this Agreement or
any other Loan Document, or collection of amounts due hereunder or thereunder or
the proof and allowability of any claim arising under this Agreement or any
other Loan Document, whether in bankruptcy or receivership proceedings or
otherwise, (d) in any workout or restructuring or in connection with the
protection, preservation, exercise or enforcement of any of the terms hereof or
of any rights hereunder or under any other Loan

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Document or in connection with any foreclosure, collection or bankruptcy
proceedings, and (e) in connection with any Environmental Complaint threatened
or asserted against such Bank in any way relating to or arising out of this
Agreement or any other Loan Documents (including, without limitation, the
protection, preservation, exercise or enforcement of any of the terms hereof or
of any rights hereunder or under any other Loan Document or in connection with
any foreclosure, collection or bankruptcy proceedings or in any workout or
restructuring), or (ii) all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Bank, in its capacity as such, in any way relating to or arising
out of (y) this Agreement or any other Loan Documents or any action taken or
omitted by such Bank hereunder or thereunder, and (z) any Environmental
Complaint in any way relating to or arising out of this Agreement or any other
Loan Documents or any action taken or omitted by such Bank hereunder or
thereunder, provided that the Borrower shall not be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements (A) if the same results from such Bank's
gross negligence or willful misconduct, or (B) if the Borrower was not given
notice of the subject claim and the opportunity to participate in the defense
thereof, at its expense (except that the Borrower shall remain liable to the
extent such failure to give notice does not result in a loss to the Borrower),
or (C) if the same results from a compromise or settlement agreement entered
into without the consent of the Borrower, which shall not be unreasonably
withheld. The Banks will attempt to minimize the fees and expenses of legal
counsel for the Banks which are subject to reimbursement by the Borrower
hereunder by considering the usage of one law firm to represent the Banks and
the Agent if appropriate under the circumstances. The Borrower agrees
unconditionally to pay all stamp, document, transfer, recording or filing taxes
or fees and similar impositions now or hereafter determined by the Agent or any
Bank to be payable in connection with this Agreement or any other Loan Document,
and the Borrower agrees unconditionally to save the Agent and the Banks harmless
from and against any and all present or future claims, liabilities or losses
with respect to or resulting from any omission to pay or delay in paying any
such taxes, fees or impositions.

      11.4 Holidays.

      Whenever payment of a Loan to be made or taken hereunder shall be due on a
day which is not a Business Day such payment shall be due on the next Business
Day (except as provided in Section 4.2 [Interest Periods] with respect to
Interest Periods under the Euro-Rate Option) and such extension of time shall be
included in computing interest and fees, except that the Revolving Credit Loans
and Swing Loans shall be due on the Business Day preceding the Expiration Date
if the Expiration Date is not a Business Day. Whenever any payment or action to
be made or taken hereunder (other than payment of the Loans) shall be stated to
be due on a day which is not a Business Day, such payment or action shall be
made or taken on the next following Business Day, and such extension of time
shall not be included in computing interest or fees, if any, in connection with
such payment or action.

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      11.5 Funding by Branch, Subsidiary or Affiliate.

            11.5.1. Notional Funding.

                  Each Bank shall have the right from time to time, without
notice to the Borrower, to deem any branch, Subsidiary or Affiliate (which for
the purposes of this Section 11.5 shall mean any corporation or association
which is directly or indirectly controlled by or is under direct or indirect
common control with any corporation or association which directly or indirectly
controls such Bank) of such Bank to have made, maintained or funded any Loan to
which the Euro-Rate Option applies at any time, provided that immediately
following (on the assumption that a payment were then due from the Borrower to
such other office), and as a result of such change, the Borrower would not be
under any greater financial obligation pursuant to Section 5.6 [Additional
Compensation in Certain Circumstances] or Section 5.8 [Taxes] than it would have
been in the absence of such change. Notional funding offices may be selected by
each Bank without regard to such Bank's actual methods of making, maintaining or
funding the Loans or any sources of funding actually used by or available to
such Bank.

            11.5.2. Actual Funding.

                  Each Bank shall have the right from time to time to make or
maintain any Loan by arranging for a branch, Subsidiary or Affiliate of such
Bank to make or maintain such Loan subject to the last sentence of this Section
11.5.2. If any Bank causes a branch, Subsidiary or Affiliate to make or maintain
any part of the Loans hereunder, all terms and conditions of this Agreement
shall, except where the context clearly requires otherwise, be applicable to
such part of the Loans to the same extent as if such Loans were made or
maintained by such Bank, but in no event shall any Bank's use of such a branch,
Subsidiary or Affiliate to make or maintain any part of the Loans hereunder
cause such Bank or such branch, Subsidiary or Affiliate to incur any cost or
expenses payable by the Borrower hereunder or require the Borrower to pay any
other compensation to any Bank (including any expenses incurred or payable
pursuant to Section 5.6 [Additional Compensation in Certain Circumstances]) or
Section 5.8 [Taxes] which would otherwise not be incurred.

      11.6 Notices; Lending Offices.

      Any notice, request, demand, direction or other communication (for
purposes of this Section 11.6 only, a "Notice") to be given to or made upon any
party hereto under any provision of this Agreement shall be given or made by
telephone or in writing (which includes means of electronic transmission (i.e.,
"e-mail") or facsimile transmission or by setting forth such Notice on a
restricted access site on the World Wide Web (a "Website Posting") if Notice of
such Website Posting (including the information necessary to access such site)
has previously been delivered to the applicable parties hereto by another means
set forth in this Section 11.6) in accordance with this Section 11.6. Any such
Notice must be delivered to the applicable parties hereto at the addresses and
numbers set forth under their respective names on Schedule 1.1(B) hereof or in
accordance with any subsequent unrevoked Notice from any such party that is
given in accordance with this Section 11.6. Any Notice shall be effective:

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                        (i) In the case of hand-delivery, when delivered;

                        (ii) If given by mail, four days after such Notice is
deposited with the United States Postal Service, with first-class postage
prepaid, return receipt requested;

                        (iii) In the case of a telephonic Notice, when a party
is contacted by telephone, if delivery of such telephonic Notice is confirmed no
later than the next Business Day by hand delivery, a facsimile or electronic
transmission, a Website Posting or overnight courier delivery of a confirmatory
notice (received at or before noon on such next Business Day);

                        (iv) In the case of a facsimile transmission, when sent
to the applicable party's facsimile machine's telephone number if the party
sending such Notice receives confirmation of the delivery thereof from its own
facsimile machine;

                        (v) In the case of electronic transmission, when
actually received;

                        (vi) In the case of a Website Posting, upon delivery of
a Notice of such posting (including the information necessary to access such web
site) by another means set forth in this Section 11.6; and

                        (vii) If given by any other means (including by
overnight courier), when actually received.

Any Bank giving a Notice to the Borrower shall concurrently send a copy thereof
to the Agent, and the Agent shall promptly notify the other Banks of its receipt
of such Notice.

      11.7 Severability.

      The provisions of this Agreement are intended to be severable. If any
provision of this Agreement shall be held invalid or unenforceable in whole or
in part in any jurisdiction, such provision shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without in any
manner affecting the validity or enforceability thereof in any other
jurisdiction or the remaining provisions hereof in any jurisdiction.

      11.8 Governing Law.

      Each Letter of Credit and Section 2.9 [Letter of Credit Subfacility] shall
be subject to the International Standby Practices 1998 ("ISP98") and any
subsequent official revision thereof, and to the extent not inconsistent
therewith, the internal laws of the State of New Jersey without regard to its
conflict of laws principles, and the balance of this Agreement shall be deemed
to be a contract under the Laws of the State of New Jersey and for all purposes
shall be governed by and construed and enforced in accordance with the internal
laws of the State of New Jersey without regard to its conflict of laws
principles.

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      11.9 Prior Understanding.

      This Agreement and the other Loan Documents supersede all prior
understandings and agreements, whether written or oral, between the parties
hereto and thereto relating to the transactions provided for herein and therein,
including any prior confidentiality agreements and commitments.

      11.10 Duration; Survival.

      All representations and warranties of the Borrower contained herein or
made in connection herewith shall survive the making of Loans and issuance of
Letters of Credit and shall not be waived by the execution and delivery of this
Agreement, any investigation by the Agent or the Banks, the making of Loans,
issuance of Letters of Credit, or payment in full of the Loans. All covenants
and agreements of the Borrower contained in Sections 8.1 [Affirmative
Covenants], 8.2 [Negative Covenants] and 8.3 [Reporting Requirements] herein
shall continue in full force and effect from and after the date hereof so long
as the Borrower may borrow or request Letters of Credit hereunder and until
termination of the Commitments and payment in full of the Loans and expiration
or termination of all Letters of Credit. All covenants and agreements of the
Borrower contained herein relating to the payment of principal, interest,
premiums, additional compensation or expenses and indemnification, including
those set forth in Section 5 [Payments] and Sections 10.5 [Reimbursement and
Indemnification of Agent by the Borrower], 10.7 [Reimbursement and
Indemnification of Agent by Banks] and 11.3 [Reimbursement and Indemnification
of Banks by the Borrower], shall survive payment in full of the Loans,
expiration or termination of the Letters of Credit and termination of the
Commitments.

      11.11 Successors and Assigns; Joinder of a Bank.

                        (i) This Agreement shall be binding upon and shall inure
to the benefit of the Banks, the Agent, the Borrower and their respective
successors and assigns, except that the Borrower may not assign or transfer any
of its rights and Obligations hereunder or any interest herein. Each Bank may,
at its own cost, make assignments of or sell participations in all or any part
of its Commitments and the Loans made by it to one or more banks or other
entities, subject to the consent of the Borrower and the Agent with respect to
any assignee, such consent not to be unreasonably withheld, provided that (1) no
consent of the Borrower shall be required (A) if an Event of Default exists and
is continuing, or (B) in the case of an assignment by a Bank to an Affiliate of
such Bank or an Approved Fund of such Bank and (2) any assignment by a Bank to a
Person other than an Affiliate of such Bank may not be made in amounts less than
the lesser of $5,000,000 or the amount of the assigning Bank's Commitment. In
the case of an assignment, upon receipt by the Agent of the Assignment and
Assumption Agreement, the assignee shall have, to the extent of such assignment
(unless otherwise provided therein), the same rights, benefits and obligations
as it would have if it had been a signatory Bank hereunder, the Commitments
shall be adjusted accordingly, and upon surrender of any Revolving Credit Note
or subject to such assignment, the Borrower shall execute and deliver a new
Revolving Credit Note to the assignee, if such assignee requests such a Note in
an amount equal

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to the amount of the Revolving Credit Commitment assumed by it and a new
Revolving Credit Note to the assigning Bank, if the assigning Bank requests such
a Note, in an amount equal to the Revolving Credit Commitment retained by it
hereunder. Any Bank which assigns any or all of its Commitment or Loans to a
Person other than an Affiliate of such Bank shall pay to the Agent a service fee
in the amount of $3,500 for each assignment. In the case of a participation, the
participant shall only have the rights specified in Section 9.2.3 [Set-off] (the
participant's rights against such Bank in respect of such participation to be
those set forth in the agreement executed by such Bank in favor of the
participant relating thereto and not to include any voting rights except with
respect to changes of the type referenced in Sections 11.1.1 [Increase of
Revolving Credit Commitments; Extension of Expiration Date] or 11.1.2 [Release
of Collateral or Guarantor]), all of such Bank's obligations under this
Agreement or any other Loan Document shall remain unchanged, and all amounts
payable by the Borrower hereunder or thereunder shall be determined as if such
Bank had not sold such participation.

                  (ii) Any assignee or participant which is not incorporated
under the Laws of the United States of America or a state thereof shall deliver
to the Borrower and the Agent the form of certificate described in Section
11.18.1 [Tax Withholding] relating to federal income tax withholding. Each Bank
may furnish any publicly available information concerning the Borrower or its
Subsidiaries and any other information concerning the Borrower or its
Subsidiaries in the possession of such Bank from time to time to assignees and
participants (including prospective assignees or participants), provided that
such assignees and participants agree to be bound by the provisions of Section
11.12 [Confidentiality].

                  (iii) Notwithstanding any other provision in this Agreement,
any Bank may at any time pledge or grant a security interest in all or any
portion of its rights under this Agreement, its Note (if any) and the other Loan
Documents to any Federal Reserve Bank in accordance with Regulation A of the FRB
or U.S. Treasury Regulation 31 CFR Section 203.14 without notice to or consent
of the Borrower or the Agent. No such pledge or grant of a security interest
shall release the transferor Bank of its obligations hereunder or under any
other Loan Document.

                  (iv) A bank that is to become a party to this Agreement
pursuant to Section 2.11 hereof or otherwise (each an "Additional Bank") shall
execute and deliver to Agent a Bank Joinder to this Agreement in substantially
the form attached hereto as Exhibit 1.1(B). Upon execution and delivery of a
Bank Joinder, such Additional Bank shall be a party hereto and a Bank under each
of the Loan Documents for all purposes, except that such Additional Bank shall
not participate in any Loans to which the Euro-Rate Option applies that are
outstanding on the effective date of such Bank Joinder. If Borrower should renew
after the effective date of such Bank Joinder the Euro-Rate Option with respect
to Loans existing on such date, Borrower shall be deemed to repay the applicable
Loans on the renewal date and then reborrow a similar amount on such date so
that the Additional Bank shall participate in such Loans after such renewal
date. Schedule 1.1(B) shall be amended and restated on the date of such Bank
Joinder to revise the information contained therein as appropriate to reflect
the information on the attachment to such Bank Joinder. Simultaneously with the
execution and delivery of such Bank Joinder, Borrower shall execute a Revolving
Credit Note, and deliver it to

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such Additional Bank together with originals of such other documents described
in Section 7.1 hereof as such Additional Bank may reasonably require.

            11.12 Confidentiality.

                  11.12.1. General.

                        The Agent and the Banks each agree to keep confidential
all information obtained from the Borrower or its Subsidiaries which is
nonpublic and confidential or proprietary in nature (including any information
the Borrower specifically designates as confidential), except as provided below,
and to use such information only in connection with their respective capacities
under this Agreement and for the purposes contemplated hereby. The Agent and the
Banks shall be permitted to disclose such information (i) to outside legal
counsel, accountants and other professional advisors who need to know such
information in connection with the administration and enforcement of this
Agreement, subject to agreement of such Persons to maintain the confidentiality,
(ii) to assignees and participants as contemplated by Section 11.11, and
prospective assignees and participants, provided that prior to such disclosure,
such parties agree to be bound by this undertaking of confidentiality set forth
in this Section 11.12, (iii) to the extent requested by any bank regulatory
authority or, with notice to the Borrower, as otherwise required by applicable
Law or by any subpoena or similar legal process, or in connection with any
investigation or proceeding arising out of the transactions contemplated by this
Agreement, (iv) if it becomes publicly available other than as a result of a
breach of this Agreement or becomes available and is not reasonably known to be
subject to confidentiality restrictions, or (v) if the Borrower shall have
consented to such disclosure.

                  11.12.2. Sharing Information With Affiliates of the Banks.

                        The Borrower acknowledges that from time to time
financial advisory, investment banking and other services may be offered or
provided to the Borrower or one or more of its Affiliates (in connection with
this Agreement or otherwise) by any Bank or by one or more Subsidiaries or
Affiliates of such Bank and the Borrower hereby authorizes each Bank to share
any information delivered to such Bank by the Borrower and its Subsidiaries
pursuant to this Agreement, or in connection with the decision of such Bank to
enter into this Agreement, to any such Subsidiary or Affiliate of such Bank, it
being understood that any such Subsidiary or affiliate of any Bank receiving
such information shall be bound by the provisions of Section 11.12.1 as if it
were a Bank hereunder. Such Authorization shall survive the repayment of the
Loans and other Obligations and the termination of the Commitments.

            11.13 Counterparts.

                  This Agreement may be executed by different parties hereto on
any number of separate counterparts, each of which, when so executed and
delivered, shall be an original, and all such counterparts shall together
constitute one and the same instrument.

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<PAGE>

                  11.14 Agent's or Bank's Consent.

                  Whenever the Agent's or any Bank's consent is required to be
obtained under this Agreement or any of the other Loan Documents as a condition
to any action, inaction, condition or event, the Agent and each Bank shall be
authorized to give or withhold such consent in its sole and absolute discretion
and to condition its consent upon the giving of additional collateral, the
payment of money or any other matter.

                  11.15 Exceptions.

                  The representations, warranties and covenants contained herein
shall be independent of each other, and no exception to any representation,
warranty or covenant shall be deemed to be an exception to any other
representation, warranty or covenant contained herein unless expressly provided,
nor shall any such exceptions be deemed to permit any action or omission that
would be in contravention of applicable Law.

                  11.16 WAIVER OF JURY TRIAL.

                  THE BORROWER, THE AGENT AND THE BANKS HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT,
PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY COLLATERAL, OR ANY COURSE OF CONDUCT,
COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS OR ACTIONS OF THE AGENT OR THE BANKS RELATING TO THE ADMINISTRATION
OF THE LOANS OR ENFORCEMENT OF THIS AGREEMENT OR THE LOAN DOCUMENTS, TO THE
FULLEST EXTENT PERMITTED BY LAW. THE BORROWER WILL NOT SEEK TO CONSOLIDATE ANY
SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED. THE BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
AGENT OR THE BANKS, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT AGENT OR THE
BANKS WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR AGENT AND THE BANKS TO
ACCEPT THIS AGREEMENT AND THE LOAN DOCUMENTS AND MAKE THE LOANS.

                  11.17 JURISDICTION & VENUE.

                  THE BORROWER HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF COURTS IN THE COUNTY OF MIDDLESEX IN THE STATE OF NEW JERSEY AND
THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY, AND WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH
SERVICE OF

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<PAGE>

PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL (RETURN RECEIPT REQUESTED)
DIRECTED TO THE BORROWER AT THE ADDRESSES PROVIDED FOR IN SECTION 11.6 [NOTICES;
LENDING OFFICES] AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL
RECEIPT THEREOF. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF AGENT TO
SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW. THE BORROWER
IRREVOCABLY WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION
INSTITUTED AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE
BASED ON FORUM NON CONVENIENS OR ANY LACK OF JURISDICTION OR VENUE THAT IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT.

                  11.18 Certifications From Banks and Participants.

                        11.18.1. Tax Withholding.

                              Each Bank or assignee or Participant of a Bank
that is not incorporated under the laws of the United States of America or a
state thereof (and, upon the written request of the Agent, each other Bank or
assignee or Participant or a Bank) agrees that it will deliver to each of the
Borrower and the Agent two (2) duly completed appropriate valid Withholding
Certificates (as defined under Section 1.1441-1(c)(16) of the Income Tax
Regulations (the "Regulations")) certifying its status (i.e., United States or
foreign person) and, if appropriate, making a claim of reduced, or exemption
from, United States withholding tax on the basis of an income tax treaty or an
exemption provided by the Internal Revenue Code (the "Code"). Such delivery may
be made by electronic transmission as described in Section 1.1441-1(e)(4)(iv) of
the Regulations if the Agent establishes an electronic delivery system. The term
"Withholding Certificate" means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form
W-81MY and the related statements and certifications as required under Section
1.1441-1(e)(3) of the Regulations; a statement described in Section
1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Code
or Regulations that certify or establish the status of a payee or beneficial
owner as a United States or foreign person. Each Bank, assignee or Participant
required to deliver to the Borrower and the Agent a valid Withholding
Certificate pursuant to the preceding sentence shall deliver such valid
Withholding Certificate as follows: (A) each Bank which is a party hereto on the
Closing Date shall deliver such valid Withholding Certificate at least five (5)
Business Days prior to the first date on which any interest or Fees are payable
by the Borrower hereunder for the account of such Bank; (B) each assignee or
Participant shall deliver such valid Withholding Certificate at least five (5)
Business Days before the effective date of such assignment or Participation
(unless the Agent in its sole discretion shall permit such assignee or
Participant to deliver such Withholding Certificate less than five (5) Business
Days before such date in which case it shall be due on the date specified by the
Agent). Each Bank, assignee or Participant which so delivers a valid Withholding
Certificate further undertakes to deliver to each of the Borrower and the Agent
two (2) additional copies of such Withholding Certificate (or a successor form)
on or before the date that such Withholding Certificate expires or becomes
obsolete or after the occurrence of any event requiring a change in the most
recent Withholding Certificate so

                                       95

<PAGE>

delivered by it, and such amendments thereto or extensions or renewals thereof
as may be reasonably requested by the Borrower or the Agent. Notwithstanding the
submission of a Withholding Certificate claiming a reduced rate of, or exemption
from, United States withholding taxes, the Agent shall be entitled to withhold
United States federal income taxes at the full 30% withholding rate if in its
reasonable judgment it is required to do so under the due diligence requirements
imposed upon a withholding agent under Section 1.1441-7(b) of the Regulations.
Further, the Agent is indemnified under Section 1.1461-1(e) of the Regulations
against any claims and demands of any Bank or assignee or Participant of a Bank
for the amount of any tax it deducts and withholds in accordance with
regulations under Section 1441 of the Internal Revenue Code.

                        11.18.2. USA Patriot Act.

                              Each Bank or assignee or participant of a Bank
that is not incorporated under the laws of the United States of America or a
state thereof (and is not excepted from the certification requirement contained
in Section 313 of the USA Patriot Act and the applicable regulations because it
is both (i) an affiliate of a depository institution or foreign bank that
maintains a physical presence in the United States or foreign county, and (ii)
subject to supervision by a banking authority regulating such affiliated
depository institution or foreign bank) shall deliver to the Agent the
certification, or, if applicable, recertification, certifying that such Bank is
not a "shell" and certifying to other matters as required by Section 313 of the
USA Patriot Act and the applicable regulations: (1) within 10 days after the
Closing Date, and (2) as such other times as are required under the USA Patriot
Act.

                            [SIGNATURE PAGES FOLLOW]

                                       96

<PAGE>

                    [SIGNATURE PAGE TO THE NEW JERSEY NATURAL
                          GAS COMPANY CREDIT AGREEMENT]

      IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first above
written.

ATTEST:                                     NEW JERSEY NATURAL GAS COMPANY

__________________________________          By:_________________________________
Name:_____________________________          Name:_______________________________
Title:____________________________          Title:______________________________

<PAGE>

                    [SIGNATURE PAGE TO THE NEW JERSEY NATURAL
                          GAS COMPANY CREDIT AGREEMENT]

                                            BANK OF TOKYO-MITSUBISHI TRUST
                                            COMPANY, individually and as
                                            Documentation Agent

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                       98

<PAGE>

                    [SIGNATURE PAGE TO THE NEW JERSEY NATURAL
                          GAS COMPANY CREDIT AGREEMENT]

                                            CALYON NEW YORK BRANCH

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                       99

<PAGE>

                    [SIGNATURE PAGE TO THE NEW JERSEY NATURAL
                          GAS COMPANY CREDIT AGREEMENT]

                                            CITICORP NORTH AMERICA, INC.,
                                            individually and as Documentation
                                            Agent

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                      100

<PAGE>

                    [SIGNATURE PAGE TO THE NEW JERSEY NATURAL
                          GAS COMPANY CREDIT AGREEMENT]

                                            CITIZENS BANK OF MASSACHUSETTS

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                      101

<PAGE>

                    [SIGNATURE PAGE TO THE NEW JERSEY NATURAL
                          GAS COMPANY CREDIT AGREEMENT]

                                            COMERICA BANK

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                      102

<PAGE>

                    [SIGNATURE PAGE TO THE NEW JERSEY NATURAL
                          GAS COMPANY CREDIT AGREEMENT]

                                            FLEET NATIONAL BANK, individually
                                            and as Syndication Agent

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                      103

<PAGE>

                    [SIGNATURE PAGE TO THE NEW JERSEY NATURAL
                          GAS COMPANY CREDIT AGREEMENT]

                                            JPMORGAN CHASE BANK NA, individually
                                            and as Syndication Agent

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                      104

<PAGE>

                    [SIGNATURE PAGE TO THE NEW JERSEY NATURAL
                          GAS COMPANY CREDIT AGREEMENT]

                                            PNC BANK, NATIONAL ASSOCIATION,
                                            individually and as Agent

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                      105

<PAGE>

                    [SIGNATURE PAGE TO THE NEW JERSEY NATURAL
                          GAS COMPANY CREDIT AGREEMENT]

                                            THE BANK OF NEW YORK

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

                                      106

<PAGE>

                                 SCHEDULE 1.1(A)

                                  PRICING GRID

<TABLE>
<CAPTION>
                    DEBT RATING
              [STANDARD AND POOR'S AND      FACILITY         BASE RATE            EURO-RATE           LETTER OF
  LEVEL        MOODY'S, RESPECTIVELY]         FEE             SPREAD               SPREAD             CREDIT FEE
----------    -------------------------     --------      ----------------     ----------------    ----------------
<S>           <C>                           <C>           <C>                  <C>                 <C>
    I             A+ or above                 .100%             0%                 .400%                .400%
                      or
                  A1 or above

    II        A- or above but less than       .125%             0%                 .475%                .475%
                      A+
                      or
              A3 or above but less than
                      A1

   III        BBB or above but less           .150%             0%                 .600%                .600%
                  than  A-
                      or
              Baa2 or above but less
                    than A3

    IV            Less than BBB or            .200%             0%                 .800%                .800%
              less than Baa2 or unrated
</TABLE>

For purposes of determining the Applicable Margin, the Applicable Facility Fee
Rate and the Applicable Letter of Credit Fee Rate:

      (a) With respect to the Debt Ratings of Moody's and Standard and Poor's:
(i) if one or both of Moody's or Standard and Poor's shall fail to have a Debt
Rating in effect, then such rating agency which fails to have a Debt Rating in
effect shall be deemed to have established a Debt Rating at Level IV, and (ii)
if the Debt Rating established by Moody's and the Debt Rating established by
Standard and Poor's differ, the pricing Level above shall be determined based
upon the higher of the Debt Rating established by Moody's and the Debt Rating
established by Standard and Poor's, provided, however, if one of the Debt
Ratings is two or more Levels lower than the other, the applicable pricing Level
shall be determined at the Level next above that of the Level of the lower of
the two Debt Ratings.

      (b) Any change in the Applicable Margin, the Applicable Facility Fee Rate,
or the Applicable Letter of Credit Fee Rate shall become effective on the date
of any public announcement of the change in the Debt Rating requiring such an
increase or decrease.