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                                                                     Exhibit 4.1

                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT is dated as of December 23, 2002 and is made by
and among NEW JERSEY NATURAL GAS COMPANY, a New Jersey corporation (the
"Borrower"), the BANKS (as hereinafter defined), BANK OF TOKYO-MITSUBISHI TRUST
COMPANY and 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, BANK ONE, NA, CITIZENS BANK OF MASSACHUSETTS and THE BANK OF NEW YORK,
each in its capacity as a co-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 (i) a
revolving credit facility to the Borrower in an aggregate principal amount not
to exceed $50,000,000 and (ii) a 364-day revolving credit facility in an
aggregate principal amount not to exceed $150,000,000; and

         WHEREAS, the revolving credit and 364-day revolving credit facilities
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:

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

                           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
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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.

                           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 Revolving Credit Base Rate Option at the indicated level of Debt
Rating in the pricing grid on Schedule 1.1(A) below the heading "Revolving
Credit Base Rate Spread,"

                           (B) the percentage spread to be added to Base Rate
under the 364-Day Revolving Credit Base Rate Option at the indicated level of
Debt Rating in the pricing grid on Schedule 1.1(A) below the heading "364-Day
Revolving Credit Base Rate Spread,"

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

                           (F) the percentage spread to be added to Euro-Rate
under the 364-Day Revolving Credit Euro-Rate Option at the indicated level of
Debt Rating in the pricing grid on Schedule 1.1(A) below the heading "364-Day
Revolving Credit 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).

                           Applicable 364-Day 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 "364-Day Facility Fee." The Applicable
364-Day Facility Fee Rate 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.

                           Assignee Bank shall have the meaning assigned to such
term in Section 2.10.2.

                           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 to be Terminated shall have the meaning assigned
to such term in Section 2.10.2.

                           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.

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                           Base Rate Option shall mean either the Revolving
Credit Base Rate Option or the 364-Day Revolving Credit Base Rate Option.

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

                           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 23, 2002. The closing shall
take place on the Closing Date at such time and place as the parties agree.

                           Co-Agents shall mean collectively, the Agent and Bank
of Tokyo-Mitsubishi Trust Company and 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, Bank One, NA, Citizens Bank of Massachusetts
and The Bank of New York, each in its capacity as a co-agent, and Co-Agent shall
mean any one of the Co-Agents, individually.

                           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 the aggregate of
its Revolving Credit Commitment, 364-Day 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, 364-Day Revolving Credit
Commitments and Swing Loan Commitment of all of the Banks.

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                           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 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.

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                           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.

                           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.

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                           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.

                           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 the following:

                           (A) with respect to 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 Dow Jones Markets Service (formerly
known as 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 Dow Jones Markets Service system 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

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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:

         Euro-Rate=        Average of London interbank offered rates quoted
                           by BBA or appropriate successor as shown on
                           Dow Jones Markets 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 either a Revolving Credit
Loan Euro-Rate Option or a 364-Day Revolving Credit Loan Euro-Rate Option.

                           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."

                           Expiration Date shall mean, with respect to the
Revolving Credit Commitments, January 4, 2006.

                           Facility Fees shall have the meaning given to such
term in Section 2.4.

                           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.

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                           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 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

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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.

                           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 or 364-Day
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. 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

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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.

                           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 and any other instruments, certificates or documents delivered or
contemplated to be delivered hereunder

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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 364-Day 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 or 364-Day Revolving Credit Loan in accordance
with Sections 2.5, 4.1 and 4.2.

                           Loans shall mean collectively and Loan shall mean
separately all Revolving Credit Loans, 364-Day Revolving Credit Loans and Swing
Loans or any Revolving Credit Loan, 364-Day 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 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 meaningof 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.

                                     - 12 -
<PAGE>
                           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.

                           Notes shall mean the Revolving Credit Notes, 364-Day
Revolving Credit Notes and Swing 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
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 Revolving Credit 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.

                                      - 13 -
<PAGE>
                           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 Lenders 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 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.

                                     - 14 -
<PAGE>
                           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;

                           (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

                                     - 15 -
<PAGE>
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 $5,000,000 (excluding for the
purpose of this computation any loans or deferred payments secured by Liens
described on Schedule 1.1(P)); and

                           (xii) 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:

                                 (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 Borrower: (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

                                     - 16 -
<PAGE>
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.

                           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 Commitments) of all of the Banks.

                                     - 17 -
<PAGE>
                           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.

                           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

                                     - 18 -
<PAGE>
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 (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.

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.

                           Revolving Credit 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).

                           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 on Schedule I to the most recent Assignment and Assumption
Agreement, and Revolving Credit Commitments shall mean the aggregate Revolving
Credit Commitments of all of the Banks.

                           Revolving Credit 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).

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

                                     - 19 -
<PAGE>
                           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 30,2001 and Forms 10-Q, the
first filed with the SEC for the fiscal quarter ended December 31, 2001, the
second filed with SEC for the fiscal quarter ended March 31, 2002 and the third
filed with the SEC for the fiscal quarter ended June 30, 2002.

                           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.

                           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

                                     - 20 -
<PAGE>
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 2.1.3 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 the Agent 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 2.5.2 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 2.1.3 hereof.

                  364-Day Bank shall mean, at any time, a Bank who has a 364-Day
Revolving Credit Commitment and 364-Day Banks shall mean, at any time, all Banks
who have 364-Day Revolving Credit Commitments.

                  364-Day Facility Fees shall have the meaning given to such
term in Section 2.4.

                  364-Day Loan Expiration Date shall mean, with respect to the
364-Day Revolving Credit Commitments, December 19, 2003.

                  364-Day Required Banks shall mean

                  (A)      if there are no 364-Day Revolving Credit Loans
outstanding 364-Day Required Banks shall mean 364-Day Banks whose 364-Day
Revolving Credit Commitments aggregate at least 75% of the 364-Day Revolving
Credit Commitments of all of the 364-Day Banks, or

                                     - 21 -
<PAGE>
                  (B)      if there are 364-Day Revolving Credit Loans,
outstanding, 364-Day Required Banks shall mean:

                           (i)      prior to a termination of the 364-Day
Revolving Credit Commitments hereunder pursuant to Section 9.2.1 or 9.2.2, any
364-Day Bank or group of 364-Day Banks if the 364-Day Revolving Credit Loans of
such 364-Day Banks then outstanding aggregates at least 75% of the total
principal amount of all of the 364-Day Revolving Credit Loans then outstanding;
and

                  (ii)     after a termination of the 364-Day Revolving Credit
Commitments hereunder pursuant to Section 9.2.1 or 9.2.2, any 364-Day Bank or
group of 364-Day Banks if the 364-Day Revolving Credit Loans of such 364-Day
Banks then outstanding aggregates at least 75% of the total principal amount of
all of the 364-Day Revolving Credit Loans then outstanding.

                  364-Day Revolving Credit Base Rate Option shall mean the
option of the Borrower to have 364-Day Revolving Credit Loans bear interest at
the rate and under the terms and conditions set forth in Section 4.1.2(i).

                  364-Day 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 364-Day Revolving Credit Loans,"
and thereafter on Schedule I to the most recent Assignment and Assumption
Agreement, and 364-Day Revolving Credit Commitments shall mean the aggregate
364-Day Revolving Credit Commitments of all of the Banks.

                  364-Day Revolving Credit Euro-Rate Option shall mean the
option of the Borrower to have 364-Day Revolving Credit Loans bear interest at
the rate and under the terms and conditions set forth in Section 4.1.2(ii).

                  364-Day Revolving Credit Loans shall mean collectively and
364-Day Revolving Credit Loan shall mean separately all 364-Day Revolving Credit
Loans or any 364-Day Revolving Credit Loan made by the Banks or one of the Banks
to the Borrower pursuant to Section 2.1.

                  364-Day Revolving Credit Note shall mean any 364-Day Revolving
Credit Note of the Borrower in the form of Exhibit 1.1(T) issued by the Borrower
at the request of a Bank pursuant to Section 5.9 evidencing the 364-Day
Revolving Credit Loans to such Bank, together with all amendments, extensions,
renewals, replacements, refinancings or refundings thereof in whole or in part.

                  364-Day Revolving Credit Ratable Share shall mean the
proportion that a Bank's 364-Day Revolving Credit Commitment bears to the
364-Day Revolving Credit Commitments of all of the Banks.

                                     - 22 -
<PAGE>
                  Transferor Bank shall mean the selling Bank pursuant to an
Assignment and Assumption Agreement.

         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;

                  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;

                                     - 23 -
<PAGE>
                  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 substance thereof, but
would allow compliance therewith to be determined in accordance with the
Borrower's financial statements at that time.

                                     - 24 -
<PAGE>
          2. REVOLVING CREDIT, 364-DAY 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 Revolving Credit 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.   364-Day 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 364-Day Revolving Credit Loans to the Borrower at any
time or from time to time on or after the date hereof to the 364-Day Loan
Expiration Date provided that after giving effect to each such 364-Day Revolving
Credit Loan the aggregate amount of 364-Day Revolving Credit Loans from such
Bank shall not exceed such Bank's 364-Day Revolving Credit Commitment. 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 364-Day Revolving Credit Loans,
together with accrued interest thereon shall be due and payable on the 364-Day
Loan Expiration Date.

                  2.1.3.   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 2.1.3. The
outstanding principal amount of all Swing Loans, together with accrued interest
thereon shall be due and payable on the Expiration Date.

                                     - 25 -
<PAGE>
         2.2      Nature of Banks' Obligations with Respect to Revolving Credit
Loans and 364-Day Revolving Credit Loans.

         Each Bank shall be obligated to participate in each request for
Revolving Credit Loans pursuant to Section 2.5 [Loan Requests] in accordance
with its Revolving Credit 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 Revolving Credit 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 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.

         Each Bank shall be obligated to participate in each request for 364-Day
Revolving Credit Loans pursuant to Section 2.5 [Loan Requests] in accordance
with its 364-Day Revolving Credit Ratable Share. The aggregate amount of each
Bank's 364-Day Revolving Credit Loans outstanding hereunder to the Borrower at
any time shall never exceed its 364-Day Revolving Credit Commitment. 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 such Bank to perform its obligations hereunder. The Banks shall have no
obligation to make 364-Day Revolving Credit Loans hereunder on or after the
364-Day Loan Expiration Date.

         2.3      [Intentionally Omitted]

         2.4      Facility Fees; 364-Day 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 Business Day of each January, April, July and October after the date
hereof and on the Expiration Date or upon acceleration of the Loans.

         Accruing from the date hereof until the 364-Day Loan Expiration Date,
the Borrower agrees to pay to the Agent for the account of each Bank, as
consideration for such Bank's 364-Day Revolving Credit Commitment hereunder, a
nonrefundable facility fee (the "364-Day Facility Fee") equal to the Applicable
364-Day 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 364-Day
Revolving Credit Commitment as the same may be constituted from time to time.
All 364-Day Facility Fees shall be payable quarterly in arrears on the first
Business Day of each January, April, July and October after the date hereof and
on the 364-Day Loan Expiration Date or upon acceleration of the Loans.

                                     - 26 -
<PAGE>
         2.5      Revolving Credit Loan Requests; 364-Day Revolving Credit Loan
Requests; Swing Loan Requests.

                  2.5.1.   Revolving Credit Loan and 364-Day 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
prior to the 364-Day Loan Expiration Date request the Banks to make 364-Day
Revolving Credit Loans, or renew or convert the Interest Rate Option applicable
to existing Revolving Credit Loans or 364-Day 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 or 364-Day
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 or 364-Day Revolving Credit
Loan to which the 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 2.5.1 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) the aggregate amount of
the proposed 364-Day 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; (iv) whether the Euro-Rate Option or Base Rate Option shall
apply to the proposed Loans comprising the applicable Borrowing Tranche; and (v)
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.

                  2.5.2.   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 2.5.2 hereto or a request by telephone immediately confirmed
in writing by letter, facsimile or telex, it being understood that

                                     - 27 -
<PAGE>
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, 364-Day 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
2.5 [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 [Each Additional Loan], 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 364-Day Revolving Credit Loans.

                           The Agent shall, promptly after receipt by it of a
Loan Request for or with respect to 364-Day Revolving Credit Loans pursuant to
Section 2.5 [Loan Requests], notify the Banks with 364-Day 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 364-Day Revolving
Credit Loans requested thereby; (ii) the amount and type of each such 364-Day
Revolving Credit Loan and the applicable Interest Period (if any); and (iii) the
apportionment among the Banks of such 364-Day 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 364-Day
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 [Each Additional Loan], fund such 364-Day 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

                                     - 28 -
<PAGE>
discretion to fund with its own funds the 364-Day 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].

                  2.6.3.   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
2.5.2 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,
$20,000,000 or (ii) the Revolving Facility Usage exceed, at any one time, the
Revolving Credit Commitments.

                                     - 29 -
<PAGE>
                  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
Revolving Credit 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.

                                    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 Revolving Credit 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

                                     - 30 -
<PAGE>
available to the Agent for the account of the Agent the amount of such Bank's
Revolving Credit 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 Revolving Credit
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.

                                    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 Revolving Credit Ratable Share of such
funds, except the Agent shall retain the amount of the Revolving Credit 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 thereon, each Bank
shall, on demand of the Agent, forthwith return to the Agent the amount of its
Revolving Credit 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.

                                     - 31 -
<PAGE>
                  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], 2.5 [ Loan Requests], 2.6 [Making Revolving Credit
Loans] or 7.2 [Each Additional Loan] 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 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

                                     - 32 -
<PAGE>
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;

                                    (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

                                     - 33 -
<PAGE>
                                    (xiv) any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing.

                  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, 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,

                                     - 34 -
<PAGE>
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 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     Extension by Banks of the 364-Day Loan Expiration Date.

                  2.10.1.  Requests; Approval by All Banks.

                           Upon or promptly after delivery by the Borrower of
the annual financial statements to be provided under Section 8.3.2 [Annual
Financial Statements] for the fiscal year ending September 30, 2003 or any
subsequent fiscal year (but in any case, no earlier than sixty (60) days prior
to the 364-Day Loan Expiration Date), the Borrower may request an extension of
the 364-Day Loan Expiration Date by written notice to the 364-Day Banks, and the
364-Day Banks agree to respond to the Borrower's request for an extension by the
later of thirty

                                     - 35 -
<PAGE>
(30) days following receipt of the request or December 1st of such year;
provided, however, that the failure of any 364-Day Bank to respond within such
time period shall not in any manner constitute an agreement by such 364-Day Bank
to extend the 364-Day Loan Expiration Date. If all 364-Day Banks elect to extend
the 364-Day Loan Expiration Date shall be extended for an additional period of
364 days commencing on the 364-Day Loan Expiration Date with respect to which
the extension was granted. If one or more 364-Day Banks decline to extend or do
not respond to Borrower's request, the provisions of Section 2.10.2 shall apply.

                  2.10.2.  Approval by 364-Day Required Banks.

                           In the event that one or more 364-Day Banks do not
agree to extend the 364-Day Loan Expiration Date or do not respond to Borrower's
request for an extension within the time required under Section 2.10.1 (each, a
"Bank to be Terminated" and collectively, the "Banks to be Terminated"), but the
364-Day Required Banks agree to such extension within such time then, on or
before December 1st of such year, the 364-Day Required Banks which have agreed
to such extension within the time required under Section 2.10.1 may, with the
prior written approval of the Borrower and the Agent arrange to have one or more
other banks (each an "Assignee Bank") purchase all of the outstanding 364-Day
Revolving Credit Loans, if any, of each Bank to be Terminated and succeed to and
assume the 364-Day Revolving Credit Commitment and all other rights, interests
and obligations with respect to the 364-Day Revolving Credit Loans and 364-Day
Revolving Credit Commitment of each Bank to be Terminated under this Agreement
and the other Loan Documents. Any such purchase and assumption shall be (1)
pursuant to an Assignment and Assumption Agreement, (2) subject to and in
accordance with Section 11.11 [Successors and Assigns], and (3) if any 364-Day
Revolving Credit Loans are outstanding under the Euro-Rate Option, then
effective on the last day of the Interest Period with respect to such Loans. The
Borrower shall pay all amounts due and payable to each Bank to be Terminated on
the effective date of such Assignment and Assumption Agreement. In the event
that the Agent shall become a Bank to be Terminated, the provisions of this
Section 2.10 shall be subject to Section 10.14 [Successor Agent]. In the event
that the 364-Day Revolving Credit Loans and 364-Day Revolving Credit Commitment
of any Bank to be Terminated are not fully assigned and assumed pursuant to
Section 2.10.2 on or before the then in effect 364-Day Loan Expiration Date of
such year, then, so long as the 364-Day Required Banks agree to the extension of
the 364-Day Loan Expiration Date, concurrent with the execution and delivery by
all parties necessary thereto of documents evidencing such extension, the
364-Day Revolving Credit Commitment of each such Bank to be Terminated shall
automatically be terminated (and upon such termination each such Bank to be
Terminated shall cease to be a Bank hereunder), all outstanding 364-Day
Revolving Credit Loans payable to each such Bank to be Terminated, together with
interest and fees thereon and other amounts due and owing to such Bank under the
Loan Documents shall be paid in full, and the aggregate 364-Day Revolving Credit
Commitments shall be reduced by the aggregate amount of the 364-Day Revolving
Credit Commitments of all such Banks to be Terminated that are not fully
assigned and assumed pursuant to Section 2.10.2.

                                     - 36 -
<PAGE>
         2.11     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 Revolving Credit 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. 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 2.5.1 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 2.11 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 2.5.1 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.

                           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 eleven (11) 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. It is acknowledged and agreed that
when outstanding Revolving Facility Usage exceeds thirty-three and one third
percent (33 -1/3%) of the Revolving Credit Commitments, the then applicable
Swing Loan Interest Rate shall be automatically increased by (0.125%). 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:

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<PAGE>
                                    (i) Revolving Credit 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) Revolving Credit 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.   364-Day Revolving Credit Interest Rate Options.

                           The Borrower shall have the right to select from the
following Interest Rate Options applicable to the 364-Day Revolving Credit
Loans:

                                    (i) 364-Day Revolving Credit 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) 364-Day Revolving Credit 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.

                  4.1.3.   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.

                  4.1.4.   Change in Fees or Interest Rates.

                           If the Applicable Margin, Applicable Letter of Credit
Fee Rate, Applicable Facility Fee Rate or Applicable 364-Day Facility Fee Rate
is increased or reduced with respect to any period for which the Borrower has
already paid interest, the Facility Fee, the 364-Day Facility Fee, or the Letter
of Credit Fee, the Agent shall recalculate the additional

                                     - 38 -
<PAGE>
interest, Facility Fee, 364-Day 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.

                                    4.1.4.1 Any additional interest, Facility
Fee, 364-Day 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, 364-Day Facility Fee or Letter of Credit Fee shall be paid
promptly after receipt of written request for payment from the Agent.

                                    4.1.4.2 Any interest, Facility Fee, 364-Day
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, 364-Day 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.

         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:

                                     - 39 -
<PAGE>
                  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 Revolving Credit 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.

                  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

                                     - 40 -
<PAGE>
                                    (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 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.

                                     - 41 -
<PAGE>
                                   5. PAYMENTS

         5.1      Payments.

         All payments and prepayments to be made in respect of principal,
interest, Facility Fees, 364-Day 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 or 364-Day 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 Revolving Credit Ratable Share, each borrowing of 364-Day
Revolving Credit Loans shall be allocated to each Bank according to its 364-Day
Revolving Credit Ratable Share and each selection of, conversion to or renewal
of any Interest Rate Option applicable to Revolving Credit Loans or 364-Day
Revolving Credit Loans and each payment or prepayment by the Borrower with
respect to principal or interest on the Revolving Credit Loans or 364-Day
Revolving Credit Loans or Facility Fees, 364-Day 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 or
364-Day 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 Credit Loans or 364-Day Revolving Credit Loans outstanding
from each Bank and, if no such Loans are then outstanding, in proportion to the
Revolving Credit Ratable Share in the case of each Bank having a Revolving
Credit Commitment and in proportion to the 364-Day Revolving Credit Ratable
Share in the case of each Bank having a 364-Day Revolving Credit Commitment.
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.

                                     - 42 -
<PAGE>
         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 Business Day
of each January, April, July and October after the date hereof and on the
Expiration Date, in the case of Revolving Credit Loans and on the 364-Day Loan
Expiration Date, in the case of 364-Day Revolving Credit Loans 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. at
least one (1) Business Day prior to the date of prepayment of the Revolving
Credit Loans or the 364-Day 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, 364-Day 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 for any Revolving Credit Loan and $500,000 for
         any 364-Day Revolving Credit Loan and which, with respect to Swing
         Loans shall not be less than $500,000, and

                                     - 43 -
<PAGE>
                  (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, or $1,000,000
         for any 364-Day 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,
second to Revolving Credit Loans and third to 364-Day 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 or 364-Day 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 or 364-Day 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.

                                     - 44 -
<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.

                  5.4.4.   Mandatory Prepayment and Mandatory Commitment
Reduction Upon Issuance of Certain Debt.

                           Within five (5) Business Days of the issuance by the
Borrower or any Subsidiary of the Borrower of any debt security or Hybrid
Security for cash proceeds or of the incurrence of any Indebtedness by the
Borrower or any Subsidiary of the Borrower, in the case of any of the foregoing
as permitted by Section 8.2.1(iv) [Indebtedness], the Borrower shall make a
mandatory prepayment of principal on the Loans equal to 100% of the Net Cash
Proceeds of any such debt security, Hybrid Security or Indebtedness, together
with accrued interest on such principal amount; provided, however, that no
mandatory prepayment shall be required with respect to: (i) the issuance or
incurrence of up to $50,000,000 in the aggregate of such securities or
Indebtedness, and (ii) the issuance of any such securities or incurrence of any
such Indebtedness permitted by Section 8.2.1(iv) if the Net Cash Proceeds
thereof are used to refinance Indebtedness of the Borrower or any Subsidiary of
the Borrower otherwise permitted by clauses (ii), (iii), (v) or (vii) of Section
8.2.1 [Indebtedness].

                           All prepayments pursuant to this Section 5.4.4 shall
be applied to payment in full of the principal amount of the Loans and the
Commitments shall be permanently and irrevocably reduced by an amount equal to
the amount of such prepayment, as follows: (i) prepayments shall first be
applied to prepay the Revolving Credit Loans and to permanently and irrevocably
ratably reduce (and/or terminate) the Revolving Credit Commitments, with such
prepayments applied first to Revolving Credit Loans subject to the Base Rate
Option and second to Revolving Credit Loans subject to the Euro-Rate Option, and
(ii) after payment in full of the Revolving Credit Loans and termination of all
Revolving Credit Commitments, prepayments shall then be applied to the 364-Day
Revolving Credit Loans and to permanently and irrevocably ratably reduce (and/or
terminate) the 364-Day Revolving Credit Commitments with such prepayments
applied first to 364-Day Revolving Credit Loans subject to the Base Rate Option
and second to 364-Day Revolving Credit Loans subject to the Euro-Rate Option.
After giving effect to each required prepayment of Revolving Credit Loans and
related reduction of Revolving Credit Commitments, at no time shall Revolving
Credit Facility Usage exceed Revolving Credit Commitments. On and after such
time as the Revolving Credit Commitments equal or are less

                                     - 45 -
<PAGE>
than $35,000,000: (i) simultaneous with each permanent and irrevocable reduction
of the Revolving Credit Commitments, the Swing Loan Commitment shall be
permanently and irrevocably reduced by an amount so that the Swing Loan
Commitment equals the Revolving Credit Commitments as so reduced, and after
giving effect to each such reduction of the Swing Loan Commitment, the Borrower
shall immediately, without notice or demand, prepay the Swing Loans so that at
no time shall outstanding Swing Loans exceed the Swing Loan Commitment after
giving effect to each required reduction, and (ii) at no time shall the Swing
Loan Commitment exceed the Revolving Credit Commitments, and the Borrower shall
immediately, without notice or demand, prepay the Swing Loans so that at no time
shall outstanding Swing Loans exceed the Swing Loan Commitment after giving
effect to each required reduction. Upon termination of the Revolving Credit
Commitments, the Swing Loan Commitment will terminate, and the Borrower shall
immediately prepay, without notice or demand, all outstanding Swing Loans,
together with accrued interest thereon. Each prepayment hereunder shall be
subject to the Borrower's Obligation to indemnify the Banks under Section 5.6.2.

         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 all Revolving Facility Usage. Each
reduction of Revolving Credit Commitments shall ratably reduce the Revolving
Credit Commitments of the Banks, and each reduction of 364-Day Revolving Credit
Commitments shall ratably reduce the 364-Day 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, 364-Day 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

                                     - 46 -
<PAGE>
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

                                    (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 2.5 [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)

                                     - 47 -
<PAGE>
any principal of or interest on the Loans, Letter of Credit Fees, Facility Fees
or 364-Day Facility Fees or any other amount due hereunder.

                           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.

                                     - 48 -
<PAGE>
                  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").

                  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 or 364-Day
Revolving Credit Loans made by such Bank may be evidenced by a Revolving Credit
Note in the form of Exhibit 1.1(R) or a 364-Day Revolving Credit Note in the
form of Exhibit 1.1(T).

         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 2.1.3 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 Revolving Credit 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

                                     - 49 -
<PAGE>
its Revolving Credit Loans, and the Agent shall pay to each Bank its Revolving
Credit 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
immediately to the Agent such Bank's Revolving Credit 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

                                     - 50 -
<PAGE>
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.

                  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

                                     - 51 -
<PAGE>
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.

                  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, 2002
(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,
2002, 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.

                                     - 52 -
<PAGE>
                                    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 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

                                     - 53 -
<PAGE>
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 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.

                                     - 54 -
<PAGE>
                  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.

                  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,

                                     - 55 -
<PAGE>
(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 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

                                     - 56 -
<PAGE>
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.

                  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 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 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.

         6.2      Continuation of Representations.

         The Borrower makes the representations and warranties in this Section 6
on the date hereof and 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

                                     - 57 -
<PAGE>
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:

                                    (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.

                                     - 58 -
<PAGE>
                  7.1.3.   [Intentionally Omitted.]

                  7.1.4.   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 7.1.4(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 7.1.4(B).

                  7.1.5.   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.

                  7.1.6.   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.

                  7.1.7.   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.

                  7.1.8.   Officer's Certificate Regarding MACs.

                           Since September 30, 2002, 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.

                  7.1.9.   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.

                                     - 59 -
<PAGE>
                  7.1.10.  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.

                  7.1.11.  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.

                  7.1.12.  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 that
certain Amended and Restated Credit Agreement, dated as of January 4, 2002, by
and among PNC Bank, as administrative agent, Fleet National Bank, as long term
syndication agent, Bank of Tokyo-Mitsubishi Trust Company as short term
syndication agent, Bank One, NA, as long term documentation agent, The Bank of
Nova Scotia as short term documentation agent, PNC Capital Markets, Inc. as sole
arranger, and the other financial institutions party thereto, as amended (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, all to the satisfaction of the Agent.

                  7.1.13.  Permitted Business Opportunities.

                           The Borrower shall have delivered to the Agent and
the Banks, as Schedule 6.1.24, a list describing, in detail reasonably
satisfactory to the Agent and the Banks, the Investments in Permitted Business
Opportunities by the Borrower and its Subsidiaries as of the Closing Date,
including 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.

         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 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

                                     - 60 -
<PAGE>
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 Letter 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 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
discharge any such liabilities would not result in any additional liability
which could reasonably be expected to result in a Material Adverse Change.

                                     - 61 -
<PAGE>
                           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.

                           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

                                     - 62 -
<PAGE>
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 (i) general corporate purposes of the
Borrower and for working capital of the Borrower (including, without limitation,
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 and further, including without limitation,
to support the issuance by the Borrower of short term notes in the commercial
paper market), or (ii) to repay and terminate Indebtedness outstanding under the
Existing Credit Facility. The Borrower shall not use the Letters of Credit or
the proceeds of the Loans for any purposes which contravenes any applicable Law
or any provision hereof.

                                     - 63 -
<PAGE>
                           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 covenants, defaults and other terms
and conditions more restrictive than or in addition to those 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 instructions 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 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, (b) provided that such additional Indebtedness shall not
contain covenants, defaults and other terms and conditions more restrictive than
or in addition to those contained in this Agreement; and (c) the Net Cash
Proceeds thereof are applied as a mandatory prepayment of the Loans as required
and a mandatory reduction of the Commitments by and in accordance with Section
5.4.4;

                                     - 64 -
<PAGE>
                                             (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, $17,500,000 during the fiscal year of the
Borrower ended September 30, 2003, $35,000,000 during the fiscal year of the
Borrower ended September 30, 2004, $52,500,000 during the fiscal year of the
Borrower ended September 30, 2005, and $70,000,000 during the fiscal year of the
Borrower ended September 30, 2006.

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

                                             (vii)  Additional Indebtedness, at
any time outstanding not to exceed $5,000,000, secured by Liens permitted by
Section 8.2.2(i).

                           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 or the acquisition of such
Subsidiary (other than any such Liens created as a result of such acquisition,
which Liens are expressly prohibited); 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, $5,000,000 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 $5,000,000;

                                             (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 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.

                                     - 65 -
<PAGE>
                           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; and

                                             (iii) Permitted Investments.

                           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;

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                                             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 evidencing such compliance; and

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

                                     - 67 -
<PAGE>
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 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 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

                                     - 68 -
<PAGE>
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.

                           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 set forth in this Agreement and existing on the
Closing Date pursuant to the Mortgage Indenture.

                           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.

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<PAGE>
                           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 without limiting the generality of the foregoing, any
Hedging Transaction which requires notice to or approval of the Borrower's or
the Parent's Risk Management Committee in accordance with the Hedging Contract
Policies (it being also understood that such policies are applicable to the
Borrower and each Subsidiary of the Borrower as if such policies were the stated
policies of the Borrower and each Subsidiary of the Borrower) shall be deemed to
require the consent of the Required Banks in accordance with this Section
8.2.16), 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.

                  8.3      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
fifty-five (55) calendar days after the end of each of the first three fiscal
quarters in each fiscal year, financial

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<PAGE>
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.

                           8.3.2.   Annual Financial Statements.

                                    As soon as available and in any event within
one hundred (100) days after the end of each fiscal year of the Borrower,
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
of payment or performance of any covenant, agreement or duty of the Borrower
under any of the Loan Documents.

                                    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

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<PAGE>
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 $5,000,000 or, (ii)
any Environmental Claims, individually or in the aggregate exceed $5,000,000,
and in either case which if adversely determined could reasonably be expected to
result in a Material Adverse Change.

                           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(iv).

                           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

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<PAGE>
                                             (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:

                                             (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

                                     - 73 -
<PAGE>
                                            (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 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, 364-Day 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;

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<PAGE>
                           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 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 or any Subsidiary of the Borrower may be obligated as a borrower or
guarantor in excess of $5,000,000 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 or any Subsidiary of the Borrower may be obligated in
excess of $5,000,000, 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;

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<PAGE>
                           9.1.6.   Final Judgments or Orders.

                                    Any final judgments or orders for the
payment of money in excess of $5,000,000 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;

                           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
$5,000,000 which is not a Permitted Lien or Environmental Complaint in excess of
$5,000,000 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 or any Significant Subsidiary
of 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

                                     - 76 -
<PAGE>
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 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 8.2.8 [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;

                                     - 77 -
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                           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 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

                                     - 78 -
<PAGE>
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

                           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

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                           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 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.

                                     - 80 -
<PAGE>
                                10. THE CO-AGENTS

                  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.

                  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 Bank of
Tokyo-Mitsubishi Trust Company and JPMorgan Chase Bank has received the title of
syndication agent under this Agreement, that each of Fleet National Bank and
SunTrust Bank has received the title of documentation agent under this Agreement
and that each of Bank One, NA, Citizens Bank of Massachusetts and The Bank of
New York has received the title of co-agent under this Agreement, however such
designations are solely to give each of Bank of Tokyo-Mitsubishi Trust Company,
JPMorgan Chase Bank, Fleet National Bank, SunTrust Bank, Bank One, NA, Citizens
Bank of Massachusetts and The Bank of New York, its respective title and each of
Bank of Tokyo-Mitsubishi Trust Company, JPMorgan Chase Bank, Fleet National
Bank, SunTrust Bank, Bank One, NA, Citizens Bank of Massachusetts and The Bank
of New York (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, documentation agent or co-agent,
respectively, and (ii) is not entitled to any fee solely as a result of being so
designated as a syndication agent, documentation agent or co-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 October
14, 2002.

                  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

                                     - 81 -
<PAGE>
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.

                  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

                                     - 82 -
<PAGE>
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
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,

                                     - 83 -
<PAGE>
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, 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.

                                     - 84 -
<PAGE>
                  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.

                  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.

                                     - 85 -
<PAGE>
                  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
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.

                                     - 86 -
<PAGE>
                  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 October 14, 2002.

                  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 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.

                                     - 87 -
<PAGE>
                               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,

                                    (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.  Increase of 364-Day Revolving Credit
Commitments; Extension of 364-Day Loan Expiration Date.

                                    Without the written consent of the Required
Banks and all Banks which have a 364-Day Revolving Credit Commitment:

                                    (i)      increase the amount of the 364-Day
Revolving Credit Commitment of any Bank hereunder,

                                     - 88 -
<PAGE>
                                    (ii)     extend the 364-Day Loan Expiration
Date (other than an extension of the 364-Day Loan Expiration Date in accordance
with Section 2.10, which extension, if in accordance with Section 2.10.1 shall
require the written consent of all Banks which have a 364-Day Revolving Credit
Commitment and which extension, if in accordance with Section 2.10.2 shall
require the written consent of the 364-Day Required Banks);

                                    (iii)    whether or not any 364-Day
Revolving Credit Loans are outstanding extend the time for payment of principal
or interest of any 364-Day Revolving Credit Loan (excluding the due date of any
mandatory prepayment of a 364-Day Revolving Credit Loan or any mandatory 364-Day
Revolving Credit Commitment reduction in connection with such a mandatory
prepayment hereunder except for mandatory reductions of the 364-Day Revolving
Credit Commitments on the 364-Day Loan Expiration Date), the 364-Day Facility
Fee, or any other fee payable to any Bank which has a 364-Day Revolving Credit
Commitment,

                                    (iv)     reduce the principal amount of or
the rate of interest borne by any 364-Day Revolving Credit Loan or reduce the
364-Day Facility Fee or any other fee payable to any Bank which has a 364-Day
Revolving Credit Commitment, or otherwise affect the terms of payment of the
principal of or interest of any 364-Day Revolving Credit Loan, the 364-Day
Facility Fee, or any other fee payable to any Bank which has a 364-Day Revolving
Credit Commitment, or

                                    (v)      change the definition of 364-Day
Required Banks;

                           11.1.3.  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

                           11.1.4.  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.

                                     - 89 -
<PAGE>
                  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 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,

                                     - 90 -
<PAGE>
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 and except that
364-Day Revolving Credit Loans shall be due on the Business Day preceding the
364-Day Loan Expiration Date if the 364-Day Loan 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.

                  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.

                                     - 91 -
<PAGE>
                           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:

                                    (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;

                                     - 92 -
<PAGE>
                                    (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.

                  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

                                     - 93 -
<PAGE>
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 the
Borrower] 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.

                                    (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, (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, and (3) a Bank may assign an interest or sell a participation in
less than 100% of its Commitments or Loans provided that such Bank sells an
equal percentage interest or participation in each of its Revolving Credit
Commitment, 364-Day Revolving Credit Commitment, Revolving Credit Loans and
364-Day Revolving Credit Loans. 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 364-Day Revolving Credit Note subject
to such assignment, the Borrower shall execute and deliver a new Revolving
Credit Note or a new 364-Day Revolving Credit Note to the assignee, if such
assignee requests such a Note in an amount equal to the amount of the Revolving
Credit Commitment or 364-Day Revolving Credit Commitment assumed by it and a new
Revolving Credit Note or 364-Day Revolving Credit Note to the assigning Bank, if
the assigning Bank requests such a Note, in an amount equal to the Revolving
Credit Commitment or 364-Day 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

                                     - 94 -
<PAGE>
Expiration Date], 11.1.2 [Increase of 364-Day Revolving Credit Commitments;
Extension of 364-Day Loan Expiration Date], or 11.1.3 [Release of Collateral]),
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 [Tax Withholding Clause] 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.

                  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.

                                     - 95 -
<PAGE>
                           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.

                  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

                                     - 96 -
<PAGE>
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 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    Tax Withholding Clause.

                  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 of 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. U.S. or foreign person) and, if
appropriate, making a claim of reduced, or exemption from, U.S. withholding tax
on the basis of an income tax treaty or an exemption provided by the Internal
Revenue Code. The term "Withholding Certificate" means a Form W-9; a Form
W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and
certifications as required under Section 1.1441-1(e)(2) and/or (3) of the
Regulations; a statement described in Section 1.871-14(c)(2)(v) of the
Regulations; or any other certificates under the Internal Revenue Code or
Regulations that certify or establish the status of a payee or beneficial owner
as a U.S. or

                                     - 97 -
<PAGE>
foreign person. Each Bank, assignee or participant required to deliver to the
Borrower and the Agent a 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 valid
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 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 U.S. withholding tax, 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.

                            [SIGNATURE PAGES FOLLOW]

                                     - 98 -
<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
writeen.

ATTEST:                                   NEW JERSEY NATURAL GAS COMPANY

/s/Oleta J. Harden                        By: /s/
---------------------------                   ---------------------------------
Name:  Oleta J. Harden                    Name:
Title: Secretary                          Title:
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]

                                          PNC BANK, NATIONAL ASSOCIATION,
                                          individually and as Agent

                                          By: /s/
                                              ---------------------------------
                                          Title: Vice President
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]

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

                                              /s/J.William Rhodes
                                              ----------------------------------
                                          By: J.William Rhodes
                                          Title: Vice President
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]

                                          BANK ONE, NA, individually and as Co-
                                          Agent

                                              /s/J.DAWN M. LAYER
                                              ----------------------------------
                                          By:  DAWN M. LAWLYER
                                          Title: DIRECTOR
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]

                                          CITIZENS BANK OF
                                          MASSACHUSETS, individually and as
                                          Co-Agent

                                          By: /s/
                                              ----------------------------------
                                          Title: Vice President
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]

                                          FLEET NATIONAL BANK, individually
                                          and as Documentation Agent

                                          By: /s/
                                              ----------------------------------
                                          Title: Director
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]

                                          JPMORGAN CHASE BANK, individually
                                          and as Syndication Agent

                                          By: /s/
                                              ----------------------------------
                                          Title: Vice President
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]

                                          SUNTRUST BANK, individually and as
                                          Documentation Agent

                                              /s/ Joseph M. McCrrery
                                              ----------------------------------
                                          By: Joseph M. McCrrery
                                          Title: Vice President
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]

                                          THE BANK OF NEW YORK, individually
                                          and as Co-Agent

                                          By: /s/
                                              ----------------------------------
                                          Title: Managing Director
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY NATURAL GAS COMPANY CREDIT AGREEMENT]

                                          WACHOVIA BANK, National Association

                                          By: /s/
                                              ----------------------------------
                                          Title: Managing Director
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY RESOURCES CORPORATION 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.

                                          BORROWER:

ATTEST:                                   NEW JERSEY RESOURCES
                                          CORPORATION

/s/ Oleta J Harden                        By: /s/ Glenn C. Lockwood
--------------------------                    ----------------------------------
Name: Oleta J Harden                      Name: Glenn C. Lockwood
Title: Secretary                          Title: Senior Vice President and CEO

                                          GUARANTORS:

ATTEST:                                   NJNR PIPELINE COMPANY

/s/ Oleta J Harden                        By: /s/ Glenn C. Lockwood
--------------------------                    ----------------------------------
Name: Oleta J Harden                      Name: Glenn C. Lockwood
Title: Secretary                          Title: Senior Vice President

ATTEST:                                   NJR ENERGY CORPORATION

/s/ Oleta J Harden                        By: /s/ Joseph P. Shields
--------------------------                    ----------------------------------
Name: Oleta J Harden                      Name: Joseph P. Shields
Title: Secretary                          Title: Senior Vice President

                                      111 a
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

ATTEST:                                   NJR ENERGY SERVICES COMPANY

/s/ Oleta J Harden                        By: /s/ Joseph P. Shields
--------------------------                    ----------------------------------
Name: Oleta J Harden                      Name: Joseph P. Shields
Title: Secretary                          Title: Senior Vice President

ATTEST:                                   NJR HOME SERVICES COMPANY

/s/ Oleta J Harden                        By: /s/ Wayne K. Tarney
--------------------------                    ----------------------------------
Name: Oleta J Harden                      Name: Wayne K. Tarney
Title: Secretary                          Title: President

                                      111 b
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

ATTEST:                                   COMMERCIAL REALTY AND
                                          RESOURCES CORP.

/s/ Oleta J Harden                        By: /s/  John Lishak
--------------------------                    ----------------------------------
Name: Oleta J Harden                      Name: John Lishak
Title: Secretary                          Title: President

                                      111 c
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

                                          PNC BANK, NATIONAL ASSOCIATION,
                                          individually and as Agent

                                          By: /s/
                                              ----------------------------------
                                          Title: Vice President

                                      111 d
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

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

                                          /s/ J. William Rhodes
                                          ----------------------------------
                                          By: J. William Rhodes
                                          Title: Vice President

                                      111 e
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

                                          BANK ONE, NA, individually and as Co-
                                          Agent

                                             /s/  DAWN M LAWER
                                             ----------------------------------
                                             By: DAWN M LAWER
                                             Title: DIRECTOR

                                      111 f
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

                                          CITIZENS BANK OF
                                          MASSACHUSETS, individually and as
                                          Co-Agent

                                             /s/
                                             ----------------------------------
                                             By:
                                             Title: Vice President

                                      111 g
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

                                          FLEET NATIONAL BANK, individually
                                          and as Syndication Agent

                                              /s/
                                              ----------------------------------
                                              By:
                                              Title: Director

                                      111 h
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

                                          JPMORGAN CHASE BANK, individually
                                          and as Documentation Agent

                                              /s/
                                              ----------------------------------
                                              By:
                                              Title: Vice President

                                      111 i
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

                                          SUNTRUST BANK, individually and as
                                          Syndication Agent

                                              /s/ Joseph M. McCreery
                                              ----------------------------------
                                              By:
                                              Title: Joseph M. McCreery
                                                     Vice President

                                      111 j
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

                                          THE BANK OF NEW YORK, individually
                                          and as Co-Agent

                                              /s/
                                              ----------------------------------
                                              By:
                                              Title: Managing Director

                                      111 k
<PAGE>
   [SIGNATURE PAGE TO THE NEW JERSEY RESOURCES CORPORATION CREDIT AGREEMENT]

                                          WACHOVIA BANK, National Association
                                          Syndication Agent

                                              /s/
                                              ----------------------------------
                                              By:
                                              Title: Managing Director

                                      111 l